HomeMy WebLinkAboutContractRECREATION INSTRUCTOR AGREEMENT FOR INSTRUCTOR
FITNESS CLASSES
THIS AGREEMENT, dated for reference purposes only as April 1, 2026, is by and between
the City of Renton (the “City”), a Washington municipal corporation, and Aimee Gallina
Arendsee d/b/a Indivara Sound and Healing Arts (“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, this Agreement is effective as of the last date
signed by both parties.
1. Scope of Work: Consultant agrees to provide fitness classes as specified in Exhibit
A(“Scope of Work”), which is attached and incorporated hereinandmay 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, 2026.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $20,000.00, 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/Perfect Mind) 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
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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 process 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. If the
Consultant’s performance does not meet the requirements of this Agreement,
the Consultant will correct or modify its performance 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 Workor 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.
5. Termination:
A. The City 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 suspension, 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 performance of Work for which the agreed compensation isa 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
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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.
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
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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.
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.
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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 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:
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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 Workprovided by a licensed professional or Workthat requiresa professional
standard of care.
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.
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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
Aaron Colby
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6715
acolby@rentonwa.gov
CONSULTANT
Aimee Arendsee
6605 181st Ave Ct E
Lake Tapps, WA 98391
Phone: (425) 655-2231
indivarasoundhealing@gmail.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 Workor 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.
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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.
18. 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.
C. Consultant shall furnish all tools and/or materials necessary to perform theWork
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 individualexecuting 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 Aaron
Colby. In providing Work, Consultant shall coordinate with the City’s project
manager or his/her designee.
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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.
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
Workin 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
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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.
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:_____________________________
CONSULTANT
By:____________________________
Maryjane Van Cleave
Parks and Recreation
Administrator
Indivara Sound and Healing Arts
Owner
_____________________________
Date
____________________________
Date
Approved as to Legal Form
By: __________________________
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$
$
Approved by Blythre Phillips via email 4/3/2026
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Blythe Phillips
Assistant City Attorney
Recreation Instructors Contract Template Updated 4/11/2023
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EXHIBIT A:
SCOPE OF WORK
For the purposes of this Exhibit, “Instructor” shall mean the same as “Consultant.”
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.
Payment Rates: Instructor will receive 70% of the resident registration fee for each class
participant, regardless of the participant’s resident status. The current registration fee for
fitness classes will vary between $30.00-$36.00 per session. Per participant, Instructor will be
paid 70% of a varying amount agreed upon by both instructor and the City project manager.
Class Minimums: Instructor agrees to teach each full session of 40 if a minimum of 8
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.
Class Descriptions: Instructor agrees to provide fitness classes for registrants which are
determined between instructor and the City project manager, additional classes as agreed
upon.
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 needed for class instruction and will account for
those expenses as part of the class registration fee.
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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