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HomeMy WebLinkAbout25-049 - Contract - i9 Sports - 2025 Sport Camps and LeaguesCity Of Tukwila Contract Number: 25-049 6200 Southcenter Boulevard, Tukwila WA 98188 Council Approval N/A »a: COMMUNITY CENTER RENTAL AGREEMENT This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and i9 Sports, a Sports Programing Company hereinafter referred to as the "Contractor," whose principal office is located League Office 490, South Seattle. The City and Contractor are individually a "party" and collectively the "parties". WHEREAS, Contractor is engaged in offering instructional services ("Services" or "Activity" or "Activities"); and WHEREAS, the City desires to have Contractor provide such Services at the City's Community Center, located at 12424 42nd Avenue S, Tukwila, WA 98168 ("Community Center") pursuant to certain terms and conditions; and WHEREAS, the City acknowledges the importance of supporting Contractor's success in providing such Services and agrees to collaborate in promotion and advertising Contractor's Services to the community; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope of Work. Contractor agrees to provide the Services identified below and represents and warrants that all instructors used by Contractor shall have the necessary certification, skill, and ability to provide the Services. Each activity listed below shall comprise one Activity Session. Activity Name Date Time Location Materials Fee Activity Fee Min/Max Sport January- Varies Tukwila Varies Varies Varies Camps December (Subject Community according according according and 2025 to City Center, to each to each to each Leagues (Subject Approval) 12424 42nd individual individual individual to City Ave S, camp or camp or camp or Approval) Tukwila league league league WA 98168 In providing such services, Contractor shall at all times comply with all Federal, State, and local statutes, rules, and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Term. This Agreement shall become effective on the latest date it is fully executed by all parties ("Effective Date") and shall continue until ninety (90) days after the completion of the final Activity session, unless renewed or earlier terminated as provided herein. 3. (Rental ee and Method of Payment. Contractor shall pay the City for use of the Community Center according to the rate and method set forth below: 20% percent of the tuition actually collected by Contractor (exclusive of any and all other fees, penalties, and surcharges charged in connection with the Activity) for Activities held at the Community Center. A. Contractor shall pay the City a fee equal to the whole program total of compensation ("Rental 4908-4452-9165, v. 5 Page 1 of 6 {KAR4908-0452-9165;5/13175.000001/) Fee") no later than 30 days after each Activity session ("Due Date"). Payments shall be made in the form of check made payable to City of Tukwila, as designated by the City- Any payment of the Rental Fee not received by the City by the Due Date shall incur a late fee of $25 with interest accruing at 1% per month, and interest shall accrue at the rate of [insert rate] per month on any unpaid balance until paid in full. B. Contractor shall provide the following the City no later than 30 days after the last Activity session: (i) a final activity roster for each Activity session, (ii) any completed activity evaluation forms, (iii) receipts of tuition received from Activity participants, and (iv) any liability waiver forms specific to the activity. This Section 3 shall survive termination of this Agreement and be fully applicable and enforceable thereafter. 4. Insurance Requirements. Prior to providing the Services, Contractor shall obtain, and maintain continuously for the term of this Agreement, at Contractor's expense, Commercial General Liability Insurance which shall cover liability arising from premises, operations, independent contractors, and personal and advertising injury for the Activities and Services of this Agreement with minimum limits of $2,000,000.00 per occurrence/$2,000,000.00 aggregate. Contractor's insurance shall be primary, and the City shall be named as an additional insured, using ISO endorsement form CG 20 26, or coverage at least as broad. The City retains the sole discretion to require different limits or types of insurance, commensurate to the Activity/Service provided. A. Proof of Insurance. Contractor shall provide the City with proof of the required insurance coverage prior to commencement of Services by providing the following: 1. Certificate of Insurance listing the types and amounts of required insurance. The Description of Operations must include dates and a description of the Service or Activity provided. 2. ISO Additional Insured Endorsement Form CG 20 26, or coverage at least as broad. The endorsement must state the liability insurance policy number and list the City of Tukwila as the additional insured. B. No Limitation. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of 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 insurance policy shall contain, or be endorsed to contain, a statement that Contractor's insurance coverage shall be primary insurance as respect to the City. Any insurance, self- insurance, or self-insured pool coverage maintained by the City shall be excess of Contractor's insurance and shall not contribute to it. C. City Full Availability of Contractor Limits. If Contractor maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability insurance maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any Certificate of Insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 5. Criminal Backaround Check. Contractor hereby represents and warrants: (A) that it has conducted (or will conduct before commencement of its performance under this Agreement) a criminal background check on every employee, agent, volunteer, or other person who will perform services under this Agreement on behalf of Contractor; (B) that each such employee, agent, volunteer, or other person has "successfully passed" the criminal background check; and (C) that Contractor's criminal background check include the following criteria: social security number validation; current legal name and if applicable all previous legal names; multi jurisdictional Criminal Database searches covering 50 states plus the District of Columbia, Guam, and Puerto Rico; Federal District Court searches; County Criminal Records; two Sex Offender Registry database searches of all states plus the District of Columbia, Guam, and Puerto Rico; Global Terrorist Search; and multiple National Watch Lists. All searches conducted above shall cover (i) the last seven (7) years of history, (ii) the longest period 4908-4452-9165, v. 5 Page 2 of 6 {KAR4908-4452-9165; 5/13175.000001/} available if information is not available for seven (7) years, or (iii) the longest period allowed by applicable law, if less than seven (7) years. For the purpose of this Section 5, "successfully passed" means the criminal background check revealed no conviction or other adverse disposition for any crime listed on DSHS Secretary's List of Crimes and Negative Actions for Positions with Access to Vulnerable People. 6. Materials. Supplies, and Expenses. Contractor shall acquire, provide, repair, and maintain, at Contractor's expense, such supplies and equipment as it may deem necessary to provide services under this Agreement. Contractor shall not be reimbursed for out-of-pocket expense incurred in connection with performance of services under this Agreement. 7. Use of Facilities. The Community Center shall be used exclusively by Contractor as reasonably necessary to provide the Services and Activities and shall conform to all City rules and regulations regarding such use. A. Set up of the Community Center as necessary to accommodate the Services and Activities is the sole responsibility of Contractor. Contractor is responsible for returning the equipment and other items inside the Community Center to their original configuration and ensuring that the used space in the Community Center is returned to its original condition at the conclusion of each day of use, including removal all garbage generated from Contractor's use and placing it in suitable trash and recycling receptacles on site. B_ Contractor exclusively assumes all risk of loss in storing, using, or operating any equipment, materials, or other personal property within the Community Center, and the City shall have no responsibility whatsoever for the safety, protection, integrity, or preservation thereof. Contractor understands that available storage space at the Community Center is not guaranteed and shall not be provided without the City's written consent. C. Damage to the Community Center and/or any City equipment must be reported to the City by Contractor within twenty-four (24) hours. Contractor shall be financially responsible for all damages incurred during or resulting from Contractor's use of the Community Center, including performing the Services or Activities. The City shall not be responsible for accident, injury, or loss of property, except those caused by the City's sole negligent or intentional act or omission. 8. Marketing of Contracted Activities. Contractor may promote the Services and Activities; provided, that all promotional and marketing materials used by Contractor must (i) be approved in advance by the City and (ii) include the City of Tukwila Parks and Recreation logo. Contractor shall permit the City to photograph and videotape Contractor and all its employees, volunteers, or sub -contractors during all activities within any Agreement with the City. Contractor authorizes the City to use such photographs and videotapes to promotes its programs and classes and will waive any and all claims to compensation for such usage. Contractor acknowledges and agrees that all such photographs and videotapes shall belong to the City. Any promotional materials or images provided by Contractor to promote City activities may also be used by the City for that purpose. A. Advertising by the City. The City agrees to advertise and promote Contractor's Services and Activities, subject to the following terms -and conditions: Recreation Guide. The City may, at its sole discretion, include Contractor's Services and Activities offered at the Community Center in its official Recreation Guide, which is distributed to the public seasonally- Contractor will provide the City with accurate program details, including descriptions, schedules, and any required registration information, by the deadline set by the City for each seasonal publication. Failure to provide timely and accurate information may result in the exclusion of Contractor's Services and Activities from the Recreation Guide and other promotional channels. 4908-4452-9165, v. 5 Page 3 of 6 (KAR4908-0452-9165;5/13175.000001/) 2. Marketing Channels. The City will, at its sole discretion, promote Contractor's Services and Activities through its marketing channels, including but not limited to: (i) the City's official website, including the Parks & Recreation section; (ii) social media accounts operated by the City; and (iii) flyers, posters, or other promotional materials displayed at the Community Center and other City locations, as deemed appropriate by the City. 3. Editorial Control. The City will, where reasonable, work with Contractor to ensure that promotional content is accurate and appealing. The City shall retain editorial control over final promotional materials to ensure consistency with its branding and policies. The City retains the right to determine the frequency, placement, and format of advertisements and promotional materials for Contractor's Services and Activities within the City's marketing channels, based on space availability, scheduling priorities, and alignment with the City's overall Parks & Recreation marketing strategy. 4. No Guarantee of Outcome. While the City agrees to use reasonable efforts to promote Contractor's programs, it does not guarantee specific attendance levels, revenue, or outcomes as a result of its advertising efforts - 5. Non -Reimbursement. The City agrees that it shall not be separately reimbursed for expenses incurred in connection with providing such advertisement and promotion to Contractor, except to the extent that the Rental Fee paid to the City by Contractor may be used to cover such expenses at the sole discretion of the City. 9. Activity Registration/Cancellation. Unless otherwise explicitly provided in this Agreement, Contractor shall be responsible for and have complete control over the registration of participants in the Activities, cancellation of the Activities (except to the extent that the City may need to, from time to time, close the Community Center from public use), and Contractor alone shall collect all tuition and fees. Registration or payment for the Activities by participants shall not be accepted by the City. It is Contractor's responsibility to ensure all participants have registered, fully paid, and signed the relevant participation waivers prior to attending any Activity- Contractor shall notify Activity participants and the City as soon as possible, preferably in advance, if an Activity session is cancelled for any reason. Provision for a makeup Activity session will be established if possible, subject to Community Center availability. 10. Records. During the term of this Agreement and thereafter, records related to the contracted Activity that are generated by or provided to Contractor (including, without limitation, activity rosters) will be treated as confidential, will not be shared with third parties, and will be retained by Contractor in accordance with Washington State laws governing records retention. Records include written and electronic documents, email, text messages, photos, etc. regardless of the device that crates them. To the extent that any such records are needed by the City to respond to a public records request or otherwise comply with applicable law, Contractor shall make them promptly available to the City. Violation of this Section 10 will constitute a material breach of this Agreement and may give rise to legal liability on the part of Contractor. This Section 10 shall survive the termination of this Agreement and be fully applicable and enforceable thereafter. 11. Release and Indemnity. A. Contractor understands that providing services for the City involves inherent risk, which could result in property damage, illness, and/or bodily injury (up to and including death). Contractor hereby (i) assumes the risk and all responsibility for Contractor's health and safety when providing Services for the City; (ii) waives and forever releases the City and its officials, officers, employees, agents, and contractors from any and all claims (including those for illness and bodily injury) arising out of or relating in any way whatsoever to Contractor's provision of Services for the City, even though said claims may arise out of the negligence of the City and its employees, agents, and contractors; (iii) limits the City's liability to the limits of the City's insurance policy if the foregoing waiver and release is adjudged to be unenforceable; and (iv) agrees to defend, indemnify, and hold the City and its officials, officers, employees, agents, and contractors harmless from and against any and all claims 4908-4452-9165, v. 5 Page 4 of 6 { KAR490 S-4 452-9165;5/13175.000001/} (including those for illness and bodily injury), damages, liabilities, and expenses (including attorney fees) arising out of or relating in any way whatsoever to Contractor's provision of Services for the City and/or Contractor's breach of this Agreement. Such claims shall include any claims alleging that the advertising or promotion of Contractor's programs by the City created an appearance that such programs were operated or supervised by the City, including but not limited to injuries, abuses, or other harms occurring during or as a result of Contractor's Services or Activities provided to participants underthis Agreement. B. 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 Contractor and the City, its officers, officials, employees, and volunteers, Contractor's liability hereunder shall be only to the extent of Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. C. This Section 11 shall survive the termination of this Agreement and be fully applicable and enforceable thereafter. 12. In -dependent Contractor. Contractor and City agree that Contractor 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 Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the Services provided under this Agreement. The City shall not be liable for any payment or compensation in any form to Contractor. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Contractor, or any employee of Contractor. Contractor is solely responsible for any and all reporting, filing, withholding, and taxes required by law in connection with this Agreement, and warrants that it will pay all taxes owed to governmental entities when and as the same become due. 13. Anti -Discrimination. By signing this Agreement, Contractor agrees to comply with all anti- discrimination and accommodation laws that the City is subject to, which includes, without limitation, the Washington Law Against Discrimination and the Americans with Disabilities Act and its adopting regulations. 14. Accommodations. If following Activity registration, accommodations for a participant are requested, Contractor will make a reasonable attempt to provide the accommodation requested. 15. Quiet Enjoyment Contractor shall not disrupt or interfere in any manner whatsoever with the business of the City, or any other persons or entities properly using or occupying other portions of 12424 42nd Avenue S, Tukwila, WA 98168. 16. Termination. The City reserves the right to terminate this Agreement immediately upon oral or written notice to Contractor at any time for any of the following reasons: A. Unavailability of facilities. B. Misconduct of Contractor, which includes, without limitation: violation of law; unexcused failure to attend, conduct, or teach one or more scheduled activity sessions; performance of Services in a manner which is unsafe or hazardous to Contractor, participants, or members of the general public; misuse of the Community Center and/or City equipment; or breach of any of the terms, representations, or warranties of this Agreement. C. Any other conduct on the part of Contractor that is inappropriate, unbecoming, or reflects poorly on the City. Additionally, the City may terminate this Agreement for any reason upon fifteen (15) days written notice 4908-4452-9165, v. 5 Page 5 of 6 IKAR4908-4452-9165;5/13175.000001/1 to Contractor. This Agreement shall automatically terminate ninety (90) days after the completion of the final Activity session listed in Section 1. 17. General Provisions. Contractor may not assign nor subcontract its rights or obligations arising under this Agreement without the prior written consent of the City. This Agreement will be interpreted and enforced in accordance with the laws of the State of Washington. The venue for any suit, arbitration, or other proceeding arising out of this Agreement shall be properly laid in King County, Washington. In any such action, the substantially prevailing party shall recover its costs and reasonable attorney fees from the other party. Contractor shall be responsible for obtaining any and all business licenses and professional licenses that may be required, including a business license from the City of Tukwila. This Agreement may be modified only by a writing signed by the parties. This Agreement represents the entire Agreement and supersedes any prior Agreements (oral or written) between the parties with respect to the matters herein. This Agreement is executed for the exclusive benefit of the signatory parties and their respective successors and assigns. Nothing herein shall be construed as creating any enforceable right, claim, or cause of action in or for any third -party. This Agreement may be executed in counterparts, and electronic signatures shall be deemed the equivalent of original signatures for all purposes. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect the enforceability of any other provision. This Section 17 shall survive the termination of this Agreement and be fully applicable and enforceable thereafter. DATED this 13th day of February 2025 CITY OF TUKWILA /A11A Wrtds Francis, Sup rintend nt APPROVED AS TO FORM: Signed by: . t. Ste. Office of e 1 y �At ornoy 4908-4452-9165, v. 5 (KAR4908-4452-916S;S/13175.000001/) CONTRACTOR By: !� G Printed Name: Page 6 of 6