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HomeMy WebLinkAbout26-078 - Contract - BrainDrops, LLC dba Bricks 4 Kidz Greater Seattle - Instructor: Lego Engineering Specialty CampsCity of Tukwila Contract Number: 26-078 Council Approval N/A Vi e 6200 Southcenter Boulevard, Tukwila WA 98188 -AGREEMENT FOR INSTRUCTIONAL SERVICES THIS AGREEMENT is entered into by and between the City of Tukwila, Washington, a non -charter optional code city hereinafter referred to as "the City," and Braindrops LLC (dba BEAM Experiences, dba Bricks 4 Kidz Greater Seattle hereinafter referred to as "the Instructor." The City and the Instructor are individually a "party" and collectively the "parties." WHEREAS, the City has determined the need to have certain services performed Lego Engineering specialty instructional camps for its residents but does not have the resources or expertise to perform such services; and WHEREAS, the City desires to have the Instructor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: Performance Designation. The Instructor is retained by the City to perform Lego Engineering specialty instructional camps(" Services") as further defined in Section 2 below, in connection with the project titled insert Project Title. 2. Scope of Services. The Instructor agrees to perform the Services described and specified below, including the provision of all necessary labor, materials, equipment, and supplies. Instructional Service(s): Providing local youth instruction in Lego Engineering specialty camps. Address of Service: Tukwila Community Center — 12424 42nd Ave S, Tukwila WA 98168 Dates/Times of Service: 9am-12pm / 1 pm-4pm M -F 6/29/26-7/31/26 (reference Exhibit A for more information) 3. Time for Performance. Work under this contract shall commence upon the giving of written notice by the City to the Instructor to proceed. The Instructor shall perform all services and provide all work product required pursuant to this Agreement at the agreed upon date(s) and time(s) unless alternate arrangements are granted in writing by the City. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing June 29, 2026, and ending July 31, 2026, unless sooner terminated under the provisions hereinafter specified. 5. Payment. The City shall pay the Instructor at a rate of 70% of Collected Revenue minus Tax Collected for a total sum not to exceed $12,058.20 for the full performance and Instructional Services Page 1 of 6 Approved as to form: 03/2025 Services required under this Agreement. completion, the City shall pay only for the actually completed by the Instructor. If this Agreement is terminated prior to portion of such Services and performance 6. Record Keeping and Reporting. The Instructor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 7. Ownership and Use of Performance. All performances, artistic works, or products produced by the Instructor in connection with the services rendered under this Agreement shall be the property of the City whether the performance for which they are made is executed or not. The Instructor shall be permitted to retain copies, including reproducible copies, of performances, artistic works for information, reference and use in connection with the Instructor's endeavors. The Instructor shall not be responsible for any use of the said performances, artistic works, products, or other materials by the City on any performance other than the performance specified in this Agreement. 8. Promotional Material. All promotional material shall be reviewed and pre -approved by the City prior to its release and distribution. 9. Substitute Instructor; Activity Cancellation. In the event that the Instructor is unable to teach the scheduled activity due to illness or other reason on the Instructor's behalf, it shall be the sole responsibility of the Instructor to coordinate and schedule a substitute instructor to teach the scheduled activity. Any and all substitute instructors must be pre - approved by the City and meet pre-existing conditions required for instructors contracted by the City. Substitute instructors shall be considered sub -contractors and will be paid at the discretion of the Instructor listed on this Agreement. In the event that the Instructor is unable to teach the scheduled activity and is unable to coordinate a substitute instructor, it shall be the responsibility of the Instructor to notify the students of class cancellation. In the event that the City cancels a scheduled activity, it shall be the responsibility of the City to notify students of class cancellation. 10. Compliance with Laws. The Instructor shall, in performing the services contemplated by This Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. 11. Indemnification. The instructor shall defend, indemnify, and hold the City, its officers, agents, officials, employees and volunteers harmless from and against any and all claims, injuries, damages, losses, or suits (including attorney fees), arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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 Instructor and the City, its officers, officials, employees, and volunteers, the Instructor's liability hereunder shall be only to the extent of the Instructor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Instructor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the Instructional Services Page 2 of 6 Approved as to form: 0312025 purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 12. Insurance. Prior to the commencing the Services, the Instructor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the Services provided pursuant to this Agreement by the Instructor, his/her/their agents, representatives, employees or sub -contractors. The Instructor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Instructor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. The Instructor shall obtain insurance of the types and with the limits described below: 1. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, and $2,000,000 products - completed operations aggregate limit. The City shall be named as an insured under the Instructor's Commercial General Liability insurance policy with respect to the work performed for the City. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Other Insurance Provision. The Instructor's Commercial General Liability insurance policies are to contain or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Instructor's insurance and shall not contribute with it. C. Verification of Coverage. The Instructor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Instructor before commencement of the work. D. Notice of Cancellation. The Instructor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. E. Failure to Maintain Insurance. Failure on the part of the Instructor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days' notice to the Instructor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Instructor from the City. 13. Independent Contractor. The Instructor and the City agree that the Instructor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Instructor nor any employee of the Instructor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding Instructional Services Page 3 of 6 Approved as to form: 03/2025 or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Instructor, or any employee of the Instructor. 14. Discrimination Prohibited. The Instructor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 15. Assignment. The Instructor shall not sublet, delegate, or assign any of the services covered by this Agreement without the express written consent of the City. 16. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 17. Termination. The City reserves the right to terminate this Agreement at any time by giving thirty (30) days written notice to the Instructor at the address listed on this Agreement. The Instructor may terminate this Agreement by giving notice at least thirty (30) days prior to the date for commencement of services as described in this Agreement. Written notice shall be provided to the City at the address listed in this Agreement. 18, Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of the Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in such action shall be entitled to its attorney's fees and costs of suit. 19. Notices. Any and all notices shall be given to the parties at the address listed below on This Agreement. 20. Integrated Agreement. This Agreement, together with any attachments or addenda, represents the entire and integrated Agreement between the City and the Instructor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 21. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 22. The Instructor shall complete a W-9 form and such form shall be attached to this Agreement. [signatures to follow on next page] Instructional Services Page 4 of 6 Approved as to form: 03/2025 DATED this 20 day of February, 2026. CITY OF TUKWILA 5igBed/I by; �WS 44X87 E"407.- igna ure 'CcJ V II Printed Name . Cooy-(� pq A�7 rz— Title City of Tukwila Parks & Recreation 12424 - 42nd Avenue South Tukwila, WA 98168 Phone: 206 768-2822 Fax: 206 765-0524 W9: Instructional Services Approved as to form: 03/2025 INSTRUCTOR DOCUSignned by: 7C 5497 A41D... lgna�ure Printed Name Ava Benami Wdd e Susi- t Seattle WASHINGTON CANgState, Zip Page 5 of 6 AGREEMENT FOR INSTRUCTIONAL SERVICES Exhibit A: Class Description, Scheduling, Etc. Instructional Services Page 6 of 6 Approved as to form: 0312025 Targeted to younger kids, Bricks 4 Kidz camps will offer themed weeks Class of 3 -hour Lego Engineering camps for ages 5-10. B4K will bring all Description(s): required learning materials to camp. Storage during the camp week will be accommodated by Tuk P&R. Minimum camp size of 8, maximum camp size of 18 w/ Tuk P&R Class Size(s): volunteer or 14 without. Classes are subject to cancellation if minimum class size is not met. 6/29-7/2 (4 -day camp) Galaxy Far Away: 9am-12pm 7/6-7/10 Mining & Crafting: 9am-12pm Class 7/6-7/10 Under the Sea: 1 pm-4pm Schedule(s): 7/13-7/17 Game on: 9am-12pm 7/20-7/24 Pocket Brick Monsters: 9am-12pm 7/27-7/31 World of Wizards: 9am-12pm 6/29-7/2 (4 day camp): $132 — price per youth $39.60 — 30% Tuk P&R revenue per youth $92.40 — 70% B4K revenue per youth Pricing: 7/6-7/10, 7/13-7/17, 7/20-7/24, 7/27-7/31: $165 — price per youth $49.50 — 30% Tuk P&R revenue per youth $115.50 — 70% B4K revenue per youth Class Location(s): Tukwila Community Center 12424 42nd Ave S, Tukwila WA 98168 Ava Benami is the contact with Bricks 4 Kidz Greater Seattle. She will be Class Substitute(s): training and providing instructors with specialty skills for Bricks 4 Kidz camps. Instructional Services Page 6 of 6 Approved as to form: 0312025