HomeMy WebLinkAboutYakima Valley Umpires Association - 2024 Agreement Softball Officiating2024 AGREEMENT
BETWEEN THE CITY OF YAKIMA AND
YAKIMA VALLEY UMPIRES ASSOCIATION
THIS AGREEMENT (hereinafter "Agreement") is made and entered into by and between the
City of Yakima (hereinafter the "City") a Washington municipal corporation, and the Yakima Valley
Umpires Association (hereinafter "YVUA").
WHEREAS, the City finds it necessary to contract with YVUA to provide certified softball
officials to facilitate league games and tournament officials for its scheduled Parks and Recreation
Softball Program.
WHEREAS, YVUA has the experience and expertise necessary to provide said certified
softball officials and agrees to perform such services for the City under the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements
set forth herein, it is agreed by and between the City and YVUA as follows:
1. Services. YVUA shall provide softball officiating services for the City's Softball Program.
YVUA shall officiate approximately two thousand two hundred (2,200) games. Special areas of
responsibilities for both the City and YVUA are contained in Attachment "A", attached hereto and
incorporated herein by this reference.
2. Consideration. As consideration for the services specified in this Agreement, the City
agrees to compensate YVUA according to the payment schedule contained in Attachment "B",
attached hereto and incorporated herein by this reference.
3. Term. This Agreement shall commence on April 15, 2024, and shall terminate at midnight
on January 31, 2025, unless sooner terminated in accordance with Section 17 or Section 18 of this
Agreement.
4. Status of YVUA. YVUA and the City understand and expressly agree that YVUA is an
independent contractor in the performance of each and every part of this Agreement. No officer,
employee, volunteer, and/or agent of YVUA shall act on behalf of or represent him or herself as an
agent or representative of the City. YVUA, as an independent contractor, assumes the entire
responsibility for carrying out and accomplishing the services required under this Agreement. YVUA
expressly represents, warrants and agrees that its status as an independent contractor in the
performance of the work and services required under this Agreement is consistent with and meets
the six -part independent contractor test set forth in RCW 51.08,195, YVUA and its officers,
employees, volunteers, agents and/or subcontractors shall make no claim of City employment nor
shall claim against the City any related employment benefits, social security, and/or retirement
benefits. Nothing contained herein shall be interpreted as creating a relationship of servant,
employee, partnership or agency between YVUA and the City.
Records, Inspection and Audit.
a. YVUA shall maintain books, accounts, records, documents and other evidence pertaining to
the costs and expenses allowable and consideration paid under this Agreement in
accordance with generally accepted accounting practices. All such books of account and
records required to be maintained by this Agreement shall be subject to inspection and audit
by representatives of the City and/or of the Washington State Auditor at all reasonable times,
and YVUA shall afford the proper facilities for such inspection and audit, Such books of
account and records may be copied by representatives of the City and/or of the Washington
State Auditor where necessary to conduct or document an audit. Provider shall preserve
and make available all such books of account and records for a period of six (6) years after
final payment under this Agreement.
b. YVUA shall promptly furnish the City with such information and records which are related to
the services provided by this Agreement, as may be requested by the City. Until the
expiration of six (6) years after final payment of the compensation payable under this
Agreement, or for a longer period if required by law or by the Washington Secretary of State's
record retention schedule, YVUA shall retain and provide to the City access to (and the City
shall have the right to examine, audit and copy) all of YVUA's books, documents, papers and
records which are related to the services performed by YVUA under this Agreement. If any
litigation, claim, or audit is started before the expiration of the required record retention time
period, the records shall be retained until all litigation, claims, or audit findings involving the
records have been resolved.
c. All records relating to YVUA's services under this Agreement must be made available to the
City, and the records relating to the services are City of Yakima records. They must be
produced to third parties, if required, pursuant to the Washington State Public Records Act,
Chapter 42,56 RCW, or by law. All records relating to YVUA's services under this Agreement
must be retained for the minimum period of time required pursuant to the Washington
Secretary of State's records retention schedule.
6. Taxes and Assessments. YVUA shall be solely responsible for compensating its
employees and for paying all related taxes, deductions, and assessments, including but not limited
to, federal income tax, FICA, social security tax, assessments for unemployment and industrial
injury, and other deductions from income which may be required by law or assessed against either
party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result
of this Agreement, YVUA shall pay the same before it becomes due.
7. Nondiscrimination Provision. During the performance of this Agreement, YVUA shall not
discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of
race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged
veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any
sensory, mental or physical handicap, or any other classification protected under federal, state, or
local law. This provision shall include but not be limited to the following: employment, upgrading,
demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, selection for training, and the provision of services under this Agreement.
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8. The Americans with Disabilities Act. YVUA agrees to comply with the Americans With
Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations, and
Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing
regulations. The ADA provides comprehensive civil rights to individuals with disabilities in the area
of employment, public accommodations, state and local government services, and
telecommunications.
9. Compliance with Law. YVUA agrees to perform all services under and pursuant to this
Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or
promulgated by any governmental agency or regulatory body, whether federal, state, local, or
otherwise.
10. No Conflict of Interest. YVUA covenants that neither it nor its employees have any interest
and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of this Agreement. YVUA further covenants that it will not hire anyone
or any entity having such a conflict of interest during the performance of this Agreement.
11. No Insurance. It is understood the City does not maintain liability insurance for YVUA and/or
its employees.
12. Indemnification and Hold Harmless. YVUA agrees to release, indemnify, defend, and
hold harmless the City, its elected and appointed officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and
expenses related to all claims, suits, arbitration actions, investigations and regulatory or other
governmental proceedings arising from or in connection with this Agreement, except for claims
caused by the City's sole negligence. YVUA further agrees that it specifically and expressly waives
its immunity under industrial insurance, Title 51 RCW, or immunity under any other provision of law
to the extent of the obligations assumed to the parties protected hereunder. The City's right to
indemnification includes attorney's fees and costs associated with establishing the right to
indemnification hereunder in favor of the City.
13. Insurance.
a. On or before the effective date of this Agreement, YVUA shall provide the City with a
certificate of insurance and additional insured endorsement as proof of commercial
liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per
occurrence, combined single limit bodily injury and property damage, and Two Million
Dollars ($2,000,000.00) general aggregate. If YVUA carries higher coverage limits, such
limits shall be shown on the Certificate of Insurance and Endorsements and the City, its
elected and appointed officials, employees, agents, attorneys and volunteers shall be
named as additional insureds for such higher limits. Said policy shall be in effect for the
duration of this Agreement. The policy shall name the City, its elected and appointed
officials, officers, agents, employees, attorneys and volunteers as additional insureds,
and shall contain a clause that the insurer will not cancel or change the insurance without
first giving the City thirty (30) calendar days prior written notice. The insurance shall be
with an insurance company or companies rated A-VII or higher in Best's Guide. The
insurance company shall be either admitted in the State of Washington or a licensed
surplus lines insurance company in the State of Washington. If the City is damaged by
the failure of YVUA to maintain the above insurance or to so notify the City, then YVUA
shall bear all costs attributable thereto. If requested, YVUA shall provide the City with a
complete copy of the policy. The requirements contained herein, as well as the City's
review or acceptance of insurance maintained by YVUA is not intended to and shall not
in any manner limit or qualify the liabilities or obligations assumed by YVUA under this
Agreement.
b. YVUA and all subcontractors shall at all times comply with all applicable workers'
compensation, occupational disease, and occupational health and safety laws, statutes,
and regulations to the full extent applicable, and shall maintain Employer's Liability
insurance with a limit of no less than $1,000,000.00. The City shall not be held
responsible in any way for claims filed by YVUA or its employees for services performed
under the terms of this Agreement. YVUA agrees to assume full liability for all claims
arising from this Agreement, including claims resulting from negligent acts of all
subcontractors. YVUA is responsible to ensure subcontractors have insurance as
needed. Failure of subcontractors to comply with insurance requirements does not limit
YVUA's liability or responsibility.
c. At all times during performance of the services and this Agreement, YVUA shall secure
and maintain in effect insurance to protect the City and YVUA from and against any and
all claims, damages, losses, and expenses arising out of or resulting from the
performance of this Agreement. YVUA shall provide and maintain in force insurance
limits no less than those stated in this Section. The City reserves the right to require
higher limits should it deem it necessary in the best interest of the public. If at any time
during the life of this Agreement, or any extension, YVUA fails to maintain the required
insurance in full force and effect, all work under this Agreement shall be discontinued
immediately. Any failure to maintain the required insurance may be sufficient cause for
the City to terminate the Agreement.
d. YVUA's insurance coverage shall be primary insurance with respect to those who are
Additional Insureds under this Agreement. Any insurance, self-insurance, or insurance
pool coverage maintained by the City shall be in excess of the YVUA's insurance and
neither the City nor its insurance providers shall contribute to any settlements, defense
costs, or other payments made by YVUA's insurance. All additional insured
endorsements required by this Section shall include an explicit waiver of subrogation.
14. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be
assigned or transferred in whole or in part by YVUA to any other person or entity without the prior
written consent of the City, which may withhold consent at its sole discretion. In the event that such
prior written consent to an assignment is granted, then the assignee shall assume all duties,
obligations, and liabilities of YVUA stated herein.
15. Damages. If for any reason prior to termination of this Agreement as provided herein, YVUA
fails to provide the services specified in this Agreement and the City is forced to secure other such
services from another person or entity, YVUA shall be held liable for any and all additional expenses
to fulfill its obligation to the City and the Softball Program under this Agreement. This provision shall
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not serve as a limitation upon other damages that may be available to the City pursuant to this
Agreement or otherwise.
16. Non -Waiver. A waiver by either party hereto of a breach of the other party hereto of any
covenant or condition of this Agreement shall not impair the right of the party not in default to avail
itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict
performance of any agreement, covenant or condition of this Agreement, or to exercise any right
herein given in any one or more instances, shall not be construed as a waiver or relinquishment of
any such agreement, covenant, condition or right.
17. Severability. If any portion of this Agreement is changed per mutual agreement or any
portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
18. Termination. Either party may terminate this Agreement, with or without cause, by giving
the other party thirty (30) days prior written notice of termination. In the event of such termination,
YVUA shall be compensated for services provided to the City through the date of termination,
19. Termination/Reduction of Services Due to Withdrawal, Reduction or Limitation of
Funding. In the event that funding from any source is withdrawn, reduced and/or limited in any
way, or the number of games is reduced or limited due to any circumstance, after the effective date
of and prior to completion of this Agreement, the City may unilaterally reduce the scope of services,
work and compensation of this Agreement, or summarily terminate this Agreement notwithstanding
any other termination provisions of this Agreement. Termination under this section shall be effective
upon hand delivery or delivery by facsimile of a written notice of termination to YVUA, or three (3)
calendar days after mailing (by first class mail) of a written notice of termination to YVUA, whichever
is sooner.
20. Survival. Any provision of this Agreement that imposes an obligation after termination or
expiration of this Agreement shall survive the term or expiration of this Agreement and shall be
binding on the parties to this Agreement.
21. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
TO CITY:
TO YVUA:
Ken Wilkinson
Parks & Recreation Manager
City of Yakima Parks & Recreation Division
2301 Fruitvale Boulevard
Yakima, WA 98902
(509) 575-6020
Will Gaethle, Assigning Secretary
Yakima Valley Umpires Association
420 S. 72nd Avenue, Suite 180/149
Yakima, WA 98908
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Or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such
notices shall be deemed effective when mailed or hand delivered at the addresses specified above.
22. Third Parties. The City and YVUA are the only parties to this Agreement and are the only
parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be
construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third
persons.
23. Integration and Supersession. This Agreement sets forth all of the terms, conditions, and
agreements of the parties relative to the subject matter hereof and supersedes any and all such
former agreements which are hereby declared terminated and of no further force and effect upon
the execution and delivery hereof. There are no terms, conditions, or agreements with respect
thereto, except as herein provided and no amendment or modification of this Agreement shall be
effective unless reduced to writing and executed by the parties.
24. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington.
25. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA
By:
Date: L a l
ATTEST:
osalinda Ibarra, City Clerk
City Contract No. aG e y (-P
Resolution No. p /A -
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YAKIMA VALLEY UMPIRES
ASSOCIATION
By:
Date:
Gaethle, Assigning Secretary
AREAS OF RESPONSIBILITIES:
ATTACHMENT "A"
The City of Yakima Parks and Recreation Division shall:
Provide league schedules to the YVUA's Assigning Secretar
days prior to the beginning of the season.
no later than five
Give a minimum of forty-eight (48) hours notice of schedule changes.
5)
Failure to provide forty-eight (48) hours notice of schedule changes sha
result in a rescheduling game fee being charged against the City.
All game reschedules resulting from acts of God shall be rescheduled with no
game fee being assessed against the City.
Provide a final tournament schedule in writing to the YVUA's Assigning Secretary no
later than five (5) days prior to the scheduled tournament.
Pay the YVUA for services provided within thirty (0) days after receiving
statement/billing invoice,
The Yakima Valley Umpires Association shall:
A Provide certified and properly trained softball officials for all league and tournamen
games, as needed, to meet the City's softball program schedule.
B. Schedule their certified officials to meet the City's softball program schedule.
Pay all certified officials for game worked in order to meet the City's softball progran
schedule:
ATTACHMENT "B"
PAYMENT SCHEDULE
The City of Yakima Parks and Recreation Division shall:
A. Compensate the YVUA at the rate of
1. League Play
Adult Slowpitch one (1) man mechanics $30.00 per game
2. Tournament Play
Adult one (1) man mechanics
Adult two (2) man mechanics
B. Pay an Organizational Fee of
1. Administration Fee
$30.00 per game
$60.00 per game
13%ofgame fee
C. The total amount of this Agreement shall not exceed $30,000.00.
2. The Yakima Valley Umpires Association shall:
A. Provide an itemized monthly invoice/billing to the City's Recreation Supervisor with
backup information no later than two weeks after the completion of each season for
services provided. To be included in this monthly statement/billing are any service
adjustments, additional fees and charges, for the previous season, and their
reconciliation. The City has the right to set-off as to any accrued fees in the nature
of a penalty or reimbursement for failure to perform.
B. Pay a No -Show Fee of:
1. League Play $15.00 per game
2, Tournament Play
$15.00 per game
C. Provide to the City, a schedule of certified officials assigned to officiate
league/tournament games via Arbiter Sports. This schedule shall be provided to the
City's Recreation Supervisor no later than one (1) day prior to the scheduled
league/tournament games.
D. Pay a "No -Show" fee for all scheduled games when an official does not meet the
City's softball program schedule and causes the game to be rescheduled.
1. Failure of an official to officiate a complete scheduled game, unless called
because of acts of God, shall constitute a "No -Show."
2. The City has the right to set-off as to any accrued "No -Show" fees for failure
to perform.