HomeMy WebLinkAboutContractAGREEMENT FOR ROACH GYMNASTICS CLASSES
THIS AGREEMENT, dated for reference purposes only as January 1, 2024, is by and between the
City of Renton {the "City"), a Washington municipal corporation, and Roach Gymnastics and
Strength ("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.
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Scope of Work: Consultant agrees to provide weekly gymnastics classes as specified in
Exhibit B, which is attached and incorporated herein and may 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 B or as otherwise mutually
agreed by the Parties.
Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit B. All Work shall be performed by no later
than December 31, 2024.
Compensation:
A.Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $48,750, plus any applicable state and local sales taxes.
Compensation shall be paid based upon Work actually performed according to the
Payment Rates specified in Exhibit A. The Consultant agrees that the prices charged
by it for its Work shall remain locked at the negotiated prices as provided in Exhibit B.
Except as specifically provided herein, 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. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, a voucher or invoice shall be submitted in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant may also submit a final bill upon completion of all
CAG-23-449
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Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. 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.
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.
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
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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.
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.
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/T ax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
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. 11 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.
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.
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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 prov·de 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, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. 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.
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CITY OF RENTON
Hanna Dillingham
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6720
hdillingham@rentonwa.gov
CONSULTANT
Melanie Roach
7511185th Ave East
Bonney lake, WA 8391
Phone: (253) 347-6702
olympicagent@comcast.net
Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
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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 Hanna
Dillingham. In providing Work, Consultant shaU 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.
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 Washi ngton 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.
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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.
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.
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IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
�DD.::by:
By:. � VM- C/.u.,v,
M . • t1�'¥m'i4eleave
Parks and Recreation Administrator
12/18/2023 I 10;16 AM PST
Date
Approved as to Legal Form
By:------------
Alex Tuttle
Senior Assistant City Attorney
Contract Template Updated 5/21/2021
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CONSULTANT
11t.JJ_:._ ",I By: ___________ _
Melanie Roach
Owner
11/18/23
Date
Approved by Alex Tuttle via email 11/9/2023
EXHIBIT B
SCOPE OF WORK
Objective: Develop, implement; and market gymnastics classes to Renton area youth,
to include the following;
3-4 week courses held at Highlands Neighborhood Center, 5 classes on Mondays/
Wednesdays (10 per week total) as follows:
•Toddler (ages 2-3) 3:30-4:10pm
•Pre-K (ages 4-5) 4:15-4:55pm
•Beginner (ages 6-12) 5�00pm-5:50pm
•Intermediate (ages 6-12) 5:55pm-6:45pm
•Advanced (ages 6-12) 6:50-7:40pm
No programming in July, August
Description� Under the instruction of the Roach Gymnastics and Strength coaches
your child will learn basic gymnastics skills including handstands, cartwheels, rolls and
jumps as well as body awareness, coordination, social skills, and overall conditioning.
We strive to create a safe, fun loving and high-energy class where the goal is to make
each child feel better walking out the door than when they walked in. Those with
previous experience wm continue to develop their sk"lls. Leotard or shorts and t-shirt
are recommended and must be zipper free.
Pricing: $16 per class for Renton Residents/ 19.33 for Non-Residents
3-week courses: $48 for Renton Residents, $58 for Non-Residents.
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