HomeMy WebLinkAboutContractDocusign Envelope ID: 9A92EC1 C-8C68-4978-A990-68C93FFCF5E6
RECREATION INSTRUCTOR AGREEMENT FOR LINE DANCING
INSTRUCTION
THIS AGREEMENT, dated for reference purposes only as May 13, 2025 is by and between the
City of Renton (the "City"), a Washington municipal corporation, and Eli2:abeth Banta
("Consultant"), a Washington sole proprietor. The City and the Consultant are referred to
collectively in this Agreement as the "Parties." Once fully executed by the Parties 1 this Agreement
is effective as of the last date signed by both parties.
1.
2.
3.
4.
Scope of Work: Consultant agrees to provide line dancing instruction as specified in
Exhibit A ("Scope of Work"), which is attached and incorporated herein and rnav
hereinafter be referred to as the "Work."
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.
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 May
31, 2026.
Compensation:
A.Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $8,000.00, plus any applicable state and local sales taxes.
Compensation shall be paid on a monthly basis according to the rate(s) or amount
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 and
pay for the classes in advance. Consultant wtll 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 proces
CAG-25-170
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the invoice through its Finance Department. The City will then remit payment to the
Consultant for all Work actually performed within thirty (30) days of the end of each
calendar month.
Consultant shall not accept additional payment from any other party for work
performed under this Agreement. If the Consultant's performance does not meet the
requirements of this Agreement, the Consultant will correct or modify its
pe rforma nee to comply with the Agreement. The City may withhold payment for work
that does not meet the requirements of this Agreement.
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall 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.
Termination:
A. The Uty reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Consultant in writing. In the event
of such termination or suspens on, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B.In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performa nee
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
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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
�.vorkmanlike 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 o this section shall survive the expiration or
termination of this Agreement.
7.
8.
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.
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.
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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 i 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 dutiesofan employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or ifthisAgreement 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 competentjurisdiction 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 e
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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 wa'ver 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 favorfrom 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:
[)ttos-.//doi-.wa.gov/doing-business/register-niv-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.
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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.
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.
Subject to the City's review and acceptance, a certificate of insurance showing s...;
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, wirh-n
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.
iS. 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.
CITY OF RENTON
Donna Eken
1055 South Grady Way
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CONSULTANT
Elizabeth Banta
103 West Blaine Street
Docusign Envelope ID: 9A92EC1C-8C68-4978-A990-68C93FFCF5E6
Renton. WA 98057 Seattle WA 98119
Phone: (425) 430-6634 Phone: (206)354-610S
deken@rentonwa.gov cbanta@aol.com
17. 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
underthis Agreement, or procurement of materials or supplies.
�. The Consultant will take affirmative action to insure that applicants are employed and
.hat 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 recrui -ment
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 discrimina-io 1
provisions, the City shall have the right, at its option, to cancel the Agreernen, l ,
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with al' federal, state
-ind 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 compensations,
and Title VI o- the Federal Civil Rights Act of 1964, and will comply with City of Rentorl
Council Resolution Number408S.
1$. Miscellaneous: The parties hereby acknow,edge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
Docusign Envelope ID: 9A92EC1C-8C68-4978-A990-68C93FFCF5E6
C. Consultant shall furnish all tools and/or materials necessary to perform the
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant rt.
provide Work he/she will acquire or maintain such at his/her own expense and, ii
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 Donna Eken
In providing Work, Consultant shall coordinate with the City's contract manag.— 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 Consuhant
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
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
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Governing Law. This Agreement shall be made in and shall be governed by an,,,
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 i I
accordance with ali applicable federal, state, county and city laws, codes awl
ordinances.
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.
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.
Sole and Entire Agreement. This Agreement contains the entire agreement of the
Par-ies and any representations or understandings, whether oral or written, not
incorporated are excluded.
I. 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 essen'.ial to the Consultant's performance of
this Agreement.
K. Third -Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
vonstrued 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.
Binding Effect. -he Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
cov::-,ants of the Agreement.
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Approved by Blythe Phillips via email 5/12/2025
Docusign Envelope ID: 9A92EC1C-8C68-4978-A990-68C93FFCF5E6
EXHIBIT A: SCOPE OF WORK
For the purposes of this Exhibit, "Instructor" shall mean the same as "Consultant."
Class Descriptions: Instructor agrees to provide instructional line dancing courses, which will be made
available to the public using 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.
Courses will be held at the Don Persson Renton Senior Activity Center for ages 50 and up. Courses
will be coordinated with the instructor at mutually agreeable dates and times. Courses will included
beginner and improver line dancing courses. Multiple courses will be run throughout the entire year,
duration for course may vary from 6 to 8 weeks, depending on the time of year. Class length will be
one hour of instruction. Fees will be determined bythe number of classes offered during each course;
Fees are based on $7-$8 per hour Resident Rate to $8-$10 per hour for Non -Resident. Example:
Course that runs for 8 weeks, the fee would be $42 Residents and $64 for Non -Residents.
Payment Rates: The parties agree that Instructor will receive 70% of the resident registration fee for
each class participant.
Class Minimums: Instructor agrees to teach each full session of line dancing classes 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 bore 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 needed for class instruction and will account for those
expenses as part of the class registration fee.
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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.
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