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HomeMy WebLinkAboutContractDocusign Envelope ID: EBABDF93-F294-44EF-B578-CC37CB97D079 RECREATION INSTRUCTOR AGREEMENT FOR FILM MAKING SPECIALTY CAMPS THIS AGREEMENT, dated for reference purposes only as May 12, 2025 is by and between the City of Renton (the "City"), a Washington municipal corporation, and lncrediFlix Inc. ("Consultant"), a Colorado corporation. 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 Filmmaking Specialty 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 31, 2025. 4.Compensation: A.Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $20,000, 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 CAG-25-203 Docusign Envelope ID: EBABDF93-F294-44EF-B578-CC37CB97D079 17. 18. Renton, WA 98057 Phone: (425) 430-6717 jdelfin@rentonwa.gov Denver, CO 80218 Phone: (949) 548-2542 Karma@incrediflix.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. B.Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. PAGE70F 12 Docusign Envelope ID: EBABDF93-F294-44EF-B578-CC37CB97D079 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 body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. PAGE80F 12 Docusign Envelope ID: EBABDF93-F294-44EF-B578-CC37CB97D079 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, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. PAGE 9 OF 12 Docusign Envelope ID: EBABDF93-F294-44EF-B578-CC37CB97D079 M.Waivers. All waivers shall be in writing and signed by the waiving party. Either party's failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N.Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute 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 � ,�"'""" .. By: !1�E�::-�t Maryjane Van Cleave Parks and Recreation Administrator 5/23/2025 I 12:18 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 12 CONSULTANT ("":Signed by: By: L!.,���F:F:.�?nklin Karma Franklin Lead Supervisor, lncrediFlix, Inc. 5/22/2025 I 4:56 PM PDT Date Approved by Blythe Phillips via email 5/12/2025