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HomeMy WebLinkAboutContractDocusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 RECREATION INSTRUCTOR AGREEMENT FOR SNAPOLOGY STEM CAMPS THIS AGREEMENT, dated for reference purposes only as March 31st, 2025 is by and between the City of Renton (the "City"), a Washington municipal corporation, and Blue Jay Ventures LLC dba Snapology of Eastside ("Consultant"), a Washington limited liability company. The City and the Consultant are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1.Scope of Work: Consultant agrees to provide STEAM (Science, Technology, Engineering, Arts and Mathematics) Camps as specified in Exhibit A ("Scope of Work"), which is attached and incorporated herein and may hereinafter be referred to as the "Work." 2.Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually agreed by the Parties. 3.Time of Performance: Consultant shall commence performance of the Agreement on the date this agreement goes into effect. All Work shall be performed by no later than December 31st, 2025. 4.Compensation: A.Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $33,000, plus any applicable state and local sales taxes. Compensation shall be paid on a monthly basis according to the rate(s) or amounts specified in Exhibit A, and the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B.Method of Payment. Participants and residents who sign up for the courses described in this Agreement will register online using the City's registration system Xplor Recreation and pay for the classes in advance. Consultant will be paid a percentage of all registration fees collected by the City connected to this Work at a rate equivalent to seventy (70%) percent of the rate charged to resident participants multiplied by the number of all registered participants. The City will create an invoice based on the total amount of resident registration fees collected at the end of each calendar month and CAG-25-111 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 6.Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City's or other's adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7.Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8.Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys' fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. PAGE 3 OF 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 9.Independent Contractor Relationship: A.The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B.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 Consultant or any employee of the Consultant. C.If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant's failure to do so. 10.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers 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 or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, 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, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate ... ) 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 PAGE40F 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 Consultant and the City, its officers, officials, employees and volunteers, Consultant's liability shall be only to the extent of Consultant's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11.Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant 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 selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant's performance of the Work. To avoid the appearance of ethical impropriety or a conflict of interest, Consultant agrees not to accept any gift, gratuity, or favor from any other party so as to comply with this provision. 12.City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https ://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13.Insurance: Consultant shall secure and maintain: A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B.In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. PAGE 5 OF 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 C.Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant's vehicles on the City's Premises by or on behalf of the City, beyond normal commutes. E.Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City's insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City's recourse to any remedy available at law or in equity. F.Subject to the City's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G.Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14.Delays: Consultant is not responsible for delays caused by factors beyond the Consultant's reasonable control. When such delays beyond the Consultant's reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16.Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt. Email and telephone may be used for purposes of administering the Agreement but should not be used to give any formal notice required by the Agreement. PAGE60F 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 17. 18. CITY OF RENTON Jacki Delfin 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6717 jdelfin@rentonwa.gov CONSULTANT Deepa Balasubramaniyan 15041 127th PL NE Woodinville, WA 98072 Phone: (425) 243-4026 Deepa.bala@snapology.com Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A.Consultant, and Consultant's agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B.The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C.If the Consultant fails to comply with any of this Agreement's non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D.The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. Miscellaneous: The parties hereby acknowledge: A.The City is not responsible to train or provide training for Consultant. PAGE70F 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 B.Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C.Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D.In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E.This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F.Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G.Consultant is responsible for his/her own Worker's Compensation coverage as well as that for any persons employed by the Consultant. 19.Other Provisions: A.Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B.General Administration and Management. The City's project manager is Jacki Delfin. In providing Work, Consultant shall coordinate with the City's contract manager or his/her designee. C.Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D.Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the PAGE80F 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E.Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant's employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H.Severability. A court of competent jurisdiction's determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I.Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J.Time is of the Essence. 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 Work is essential to the Consultant's performance of this Agreement. K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L.Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, PAGE 9 OF 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M.Waivers. All waivers shall be in writing and signed by the waiving party. Either party'sfailure to enforce any provision of this Agreement shall not be a waiver and shall notprevent either the City or Consultant from enforcing that provision or any otherprovision of this Agreement in the future. Waiver of breach of any provision of thisAgreement shall not be deemed to be a waiver of any prior or subsequent breachunless it is expressly waived in writing. N.Counterparts. The Parties may execute this Agreement in any number ofcounterparts, each of which shall constitute an original, and all of which will togetherconstitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON GDocuSigned by: By:!'::!:::sc�� C/u.,;t Maryjane Van Cleave Parks and Recreation Administrator 4/3/2025 I 4:38 PM PDT Date Approved as to Legal Form By:-----------­Blythe Phillips, Assistant City Attorney Recreation Instructors Contract Template Updated 4/11/2023 PAGE 10 OF 15 CONSULTANT lrSigned by: By�::��Eo�:la Deepa Balasubramaniyan Owner 4/3/2025 10:14 AM PDT Date Approved by Blythe Phillips via email 3/31/2025 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 EXHIBIT A: SCOPE OF WORK For the purposes of this Exhibit, "Instructor" shall mean the same as "Consultant." Class Descriptions: Instructor agrees to provide STEAM based courses, which will be made available to the public to register using Xplor Recreation via www.rentonwa.gov/register. The classes will be held at the following dates/times, in accordance with the prevailing professional standards for a course/class of this nature. DATE PROGRAM Description AGE/ FORMAT/ PRICE April 7th -11th Epic Mining The Minecraft movie is releasing in theaters 6-12, Half Day, Building with Lego April 2025 ! Bring your child and all their $230 July 7-11 excitement to our camp where they will move past the virtual 2D world of Minecraft (TM) to our own 3D world! Your child will practice their creativity and construction skills using the themes they know and love. As much fun as worldbuilding is in MinecraftTM with unlimited resources, the restrictions and challenges posed in Snapology's Mining and Building Epic program will have them thinking about Minecraft (TM) and construction in new ways. We embrace the ability of the game to educate students about core concepts and use it as inspiration to creatively build on engineering concepts using LEGO ® bricks. Park Amusement Park Adventures: We bet your Amusement Engineering STEAM Survivor + child loves going to amusement parks to experience the variety of fast, dropping, and spinning rides, but have they ever thought about the science that goes into building those rides and the people who are responsible for designing them? In the morning Amusement Park Engineering session, students will become engineers of their own amusement park rides and will learn the core physics and engineering concepts used to make a ride thrilling! STEAM Survivor: The afternoons will put your students' design, building, and critical PAGE 11 OF 15 7-12, $430 Full day, Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 July 14-18 July 21-25 thinking skills to the test! They will be given daily challenges for which they must design unctional solutions with their teammate! They will earn Survivor Bucks when they perform well and be able to use those survivor bucks to purchase supplies or prizes throughout the camp. The goal of this program is to encourage our students to carefully work through the engineering design process to see how often they can design with a purpose. Junior Planes, In this fun-filled Snapology Planes, Trains, and Trains, Automobiles and Automobiles (Juniors) camp, your preschoolers will learn about cars, buses, trains, and airplanes, and how they are all important for communities and the world to stay connected. They will explore the importance of transportation, build models of cars, trains, boats, and more, and have tons of fun along the way. 4-6, Half day, $225 Prehistoric Snapology's Prehistoric Creatures Robotics: 7-12, Full day, Robotics + Mining The morning focuses on the creatures that $430 and Building Mania roamed the Earth before recorded history! In this program, your engineer will explore the basics of robotics while building some fascinating prehistoric creatures with their classmates! They will learn about the animals as they build and code robotic models! While working with a partner to complete various challenges, your student will be taught how to effectively utilize sensors, how different mechanical components work in their robots, and how programming is a challenging but rewarding skill that they can master with just a little practice. We will support them in the development of their coding and building skills and inspire them with creative building challenges. Minecraft Mania: Hey gamers, are you ready to travel all the way to The End with Snapology in the afternoons? Join us as we bring the game of Minecraft ® out of the computer and into the real-world using PAGE 12 OF 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 July 28 -Aug 1 Aug 4-Aug 8 Aug 11 -Aug 22 LEGO ® bricks. In this program, you will go on adventures using your imagination and even design your own worlds, full of mobs, animals, buildings, and your very own LEGO ® Minecraft ® character. Discovering Dinosaurs During this camp, students will learn interesting facts about different dinosaurs and all the things that make them unique from one another. Students will also explore their creative sides by learning how to use their imaginations to create their own stories. 4-6, Half day, $225 Foundational Engineering Superheroes Foundational engineering: In the morning 7-12,Full day, +Does your little learner love to tinker and create new things, or are they the kind o1 learner who likes to break things apart to see what's inside? If so, they're going to love Snapology's Foundational Engineering: Machines and Contraptions program! This program gives your student the tools they need to understand mechanical movement and the importance of simple machines. They will see these moving parts up-close as they follow instructions to build various machines and contraptions, then use the models to develop new design ideas, test out physics concepts, and even play games with their partners and classmates. Whether they are the creative-constructive type or prefer the inquisitive-deconstructive way of learning, this program is sure to spark their engineering interests! Superheroes: In the afternoon -To the Batcave, superhero fans! Design your own superhero, create your own adventure, and build epic battle scenes using LEGO ® bricks. Have a blast as you create your own fantasy world of superheroes and supervillains, straight out of the pages of DC and Marvel comic books. You might even unleash some of your own superpowers! $430 Creature Creators Creature Creators robotics: In Snapology's 7-12, +Snapology Creature Creator Robotics class, your animal $430 Summer Games lover will create their own animal inspired PAGE 130F 15 Full day, Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 robotic models. Students will learn about gear ratio, sensors, simple machines, and programming as they build insects, dolphins, gorillas, and much more. Your child is sure to have a wild time as they build, learn, and play. Snapology Summer Games: In Snapology's Summer Games program, students will learn about the history of the Olympic Games and specific Olympic sports. They will use these sports as the backdrop for their building, creativity, & teamwork. Students will build creations out of LEGO ® bricks using the world's favorite summer games as inspiration! Through collaboration and friendly competition with their classmates, students will also learn what it means to be a good sport. Payment Rates: Instructor will receive 70% of the resident registration fee for each class participant, as determined and agreed upon by City of Renton staff and Instructor. Class Minimums: Instructor agrees to teach each full session of Snapology Camps if a minimum of 6 participants register for the class at least three working days prior to the scheduled class time. Instructor has the option to teach a class that has not reached the minimum number at the same payment rate as stated above. The Recreation Coordinator will notify Instructor as to the number of registered participants at least three working days prior to the start date of each class. Background Checks: It is the responsibility of the Instructor to obtain and evaluate background checks for all of the persons who will be providing services under the agreement. Upon request by the City, Instructor shall provide the City with copies of background check information. Rosters/Class Participant List: At or before the first class of each session, the City will either email the class roster or provide Instructor with a log-in to the City's recreation software to manage class rosters and monitor his/her class and program lists. Equipment/Classroom Set-Up: Instructor will set up equipment and classroom configuration. Instructor will return the classroom to the condition it was in prior to the class session at the end of each class. Supplies: Instructor will provide all supplies needing for class instruction and will account for those expenses as part of the class registration fee. PAGE 14 OF 15 Docusign Envelope ID: A7600D07-093D-4624-A6D3-1E092C18DC96 Equipment: Instructor will be allowed to use City equipment stored at City facilities; provided that (1)Instructor assumes all responsibility for pre-inspecting the equipment and determining it to be safe and suitable for use and (2) at the end of each class session, Instructor returns all equipment to its storage area in the same or better condition it was in prior to use. PAGE 15 OF 15