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21-076.00 Super Tots Sports Academy: Recreational Services Contract No.21-076.00 AGREEMENT FOR RECREATION SERVICES SuperTots Sports Academy THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and SuperTots Sports Academy, hereinafter "Contractor," jointly referred to as"Parties." WHEREAS, Contractor desires to provide youth recreational programs, classes, and services for City residents at City park facilities. IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Contractor shall provide all labor, services, and material to satisfactorily complete the Scope of Services, and in return shall be entitled to beneficial use of City facilities, in the manner identified in Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Contractor. Prior to commencement of work, Contractor shall contact the City Manager or designee to review the Scope of Services, schedule,and date of completion. Upon notice from the City Manager or designee, Contractor shall commence work, perform the requested tasks in the Scope of Services, stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Contractor in entering into this Agreement. By execution of this Agreement, Contractor represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Contractor represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all services required to complete the Scope of Services under this Agreement. Contractor shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Contractor shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Contractor shall exercise the degree of skill and diligence normally employed by persons or entities engaged in the same profession,and performing the same or similar services at the time such services are performed. D.Contractor is fully aware of health risks and hazards connected with the services and recreational activities they offer, and hereby agree to comply with all federal, state, and local requirements, including but not limited to any health requirements. E. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Contractor shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Contractor's area of Agreement for Recreation Services Page 1 of 6 Contract No.21-076.00 practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Contractor shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Contractor shall complete its work by December 31, 2021, unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Contractor. In the event of termination without breach, City shall pay Contractor for all work previously authorized and satisfactorily performed prior to the termination date. 3.Use Fee. Contractor shall be entitled to the beneficial use of the City's park to provide such recreational programs and services for City residents as provided in the Scope of Services. As consideration for such use,the Contractor shall pay the City a use fee equal to 20 percent of all gross registration revenues of all program fees collected for programs conducted on the City's properties, with payment due no later than October 31,2021. For purposes of this section,the"gross registration revenues"shall be the total revenues collected as part of the"Camp/Class fee"colunm in Exhibit B multiplied by the number of participants in each activity. All programs subject to this fee are identified in Exhibit A. Interest on late payments shall accrue at one percent. (Contractor shall not perform any extra, further, or additional services without a prior written agreement for such services and payment of applicable use fees therefore.) 4.Payment. Contractor shall pay the City the total use fee no later than October 31,2021.Contractor shall provide documentation to support the calculation and basis of the use fee at the time the fee is paid to the City. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name: Christine Bainbridge, City Clerk Name: SuperTots Sports Academy Phone: (509)720-5000 Phone: (509)466-6590 Address: 10210 East Sprague Avenue Address: 1826 E. Sprague Ave. Spokane Valley,WA 99206 Spokane,WA 99202 6.Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Contractor warrants that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. 7. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method, and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. The Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. Agreement for Recreation Services Page 2 of 6 Contract No.21-076.00 8. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Contractor under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement, provided that Contractor shall have no liability for the use of Contractor's work product outside of the scope of its intended purpose. 9.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 10.Insurance. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contractor,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Contractor's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. If necessary,the policy shall be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the Agreement is only incidental, and Contractor will not transport any persons not directly related or affiliated with Contractor, then Contractor is only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Contractor's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B.Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. If Contractor will not use its vehicles in the performance of this Agreement,automobile liability insurance is only required to meet Agreement for Recreation Services Page 3 of 6 Contract No.21-076.00 Washington statutory minimum requirements.If Contractor will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and$2,000,000 general aggregate. C.Other Insurance Provisions. The Contractor's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Contractor's insurance and shall not contribute with it. 2.Contractor shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 11. Indemnification and Hold Harmless. Contractor shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Contractor, Contractor's agents, subcontractors, subcontractors, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Agreement for Recreation Services Page 4 of 6 Contract No.21-076.00 However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 12.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 13. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 14. Subcontracts. Except as otherwise provided herein, Contractor shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 15. Confidentiality. Contractor may, from time-to-time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 16. Criminal background check. Contractor shall perform background screening on all employees and volunteers who will have direct contact or involvement with children or vulnerable adults in the performance of this Agreement, including reference checking and national criminal history screening consistent with the Child and Adult Abuse Information Act. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Contractor shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Contractor agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Contractor's services under this Agreement. Contractor further agrees that the Arbitrator(s)' decision therein shall be final and binding on Contractor and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. Agreement for Recreation Services Page 5 of 6 Contract No. 21-076.00 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Contractor shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Use Fee basis C. Insurance Certificates The Parties have executed this Agreement this Nday of A ,2021_ CITY OF SPOKANE VALLEY Contractor: M./VC,L CZ/J-1_ IrVIG---_ --------- ark Calhoun,City Manager By: Its: Authorized Representative AP ROV ) TO FORM: Office t e City Attorney Agreement for Recreation Services Page 6 of 6 EXHIBIT A Scope of Services SuperTots Sports Academy will provide a variety of sports programs that utilize City of Spokane Valley Parks facilities.. • SuperTots Sports Academy anticipates that the sports programs provided on the attached schedule will be provided during 2021. SuperTots Sports Academy shall provide notice of changes to the anticipated programs to the City. The Parties agree to discuss proposed changes to program activities and locations prior to such change occurring, and will strive to accommodate both parties' requests related to such changes. In the event any program creates a conflict with City policies, facilities, or operations that cannot be resolved, the City may require SuperTots Sports Academy to cancel or move the program. The City may provide promotional, informational, or other notice of any of the anticipated programs in such manner as it determines is appropriate. In addition: • SuperTots Sports Academy shall provide an annual report to the Director of Parks and Recreation by October 31 of each year. Upon request, SuperTots Sports Academy shall provide the City such information as necessary for audit purposes. Upon request, SuperTots Sports Academy shall provide the City complete rosters for each program offered, with participants' names, addresses, and fees paid for participation. • SuperTots Sports Academy shall process all participant registrations and collect all fees. • SuperTots Sports Academy shall provide all equipment and qualified instructors for each program. • SuperTots Sports Academy is responsible to notify each participant and/or parent or guardian of a minor participant that SuperTots Sports Academy: a. Is not a part of, an agent of, nor is affiliated with the City of Spokane Valley. b. The activities and services offered by SuperTots Sports Academy are not the activities or services of the City of Spokane Valley. c. SuperTots COVID-19 policies as stated in Exhibit C. 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U r0 ro E u _ as Op 4 O o L O d N L C O 0 In a 4-I Y IA fE O .- U CO ..� vl Ul u 12 ^ a) — — — oY _O _ CO E E v _O W 2, ° — 3 Y Y Y ° LL -° vl v a) -O \ lO f0 CO fO C C CO° _ 4J a E m co co co 00 CO W f0 — O t9 y no N a 0 t9 C ._ ._ ._ Y -- jE ac = u, I ac o u u u = m I c Ql v y cu LLO 0) v yl Y m l°n v°l lO N ✓t ° o I.- o m = =00 2 U ~ 0__ m I. _ _CC M O 0 a n a n f0 i0 ` f0 a6 f0 C is ut a. L L To TO L Vl Ul VI C J • N cu hU N a) a Y Y 'd � v, U v, U U O N 5 — w ' mmm ° , 00 ° ° 00 ° U ., . ° I- ln a v. ln v v m ln U v a m CO Skyhawks Skyhawks Sports Academy Te g p goo 414' 16) nia xhing lik Ski/Is thruuM1 sorts Winter 2021 Protocol Levels and Policies in Response to COVID-19 SuperTots Our Plan to Ensure a Safe, Fun Winter Season for Skyhawks Participants Across the Country Based on state and local guidelines, Skyhawks Winter 2021 programs will operate under one of the following four protocols in each region. The attached policies and procedures will be implemented in all regions. As local guidelines on social distancing, gathering size limits and youth activities change, the protocol level in an area may change accordingly. All programs will be run either outdoors or with strict gathering size limits indoors based on facility size. While fall programs will look different than we are used to, our goal is to provide a fun, skill- building experience for each child that improves confdence and instills a passion for an active lifestyle. More than ever, safety is our top priority! The Skyhawks team will strive to make the best policy decisions based on the unique conditions and guidelines in each community we serve. Winter 2021 Program Protocol Levels 1 — 4 *Every community should fall within one of these protocol levels with adjustments based on state and local guidelines Level 1 — Typical Program Format with Added Policies Level 3 — Isolated Groups with Social Distancing and Programs run normally with typical participant to coach Modified Curriculum ratios (8:1, 10:1 or 12:1 depending on the program) *Most Common Protocol and different groups may interact with one another in Small groups of 10 or less each lead by an instructor with scrimmages and camp games. The attached guidelines and strict restrictions on social distancing (group size may policies will be implemented to limit contact and the spread vary by area). Children will remain 6-feet apart within of germs. small groups and will participate in modifed activities to ensure social distancing within small groups of 10 or Level 2 — Isolated Groups with Participant Interaction less. All program groups will be led by a different coach Small groups of 10 or less each led by an instructor with and maintain a distance of at least 15-feet to avoid large loose restrictions on social distancing. Children may gathering sizes. The attached guidelines and policies participate in drills, play scrimmages and engage in camp will be strictly enforced to limit contact and the spread games within the small groups of 10 or less. All program of germs. Equipment and facility contact surfaces will be groups will be led by a different coach and maintain a sanitized after each session by program staff. Program distance of at least 15-feet to avoid large gathering sizes. staff are required to wear cloth face coverings at all The attached guidelines and policies will be strictly enforced times. Participants are required to have face coverings to limit contact and the spread of germs. Equipment will be on their person at all times at camp. While face coverings sanitized after each session by program staff. Program staff are not required 100% of the time, they are to be worn will wear cloth face coverings when a minimum of 6-feet during check-in, check-out or when 6-foot distancing is of social distancing is not possible. Staff may be required not possible or not being followed. Program participants to wear face coverings at all times based on direction may need to have their temperatures taken upon arrival if from local Skyhawks management or changing state/local required per local guidelines. guidelines. Parents will provide a face covering for their child in the event it is needed before, during or after the program. Level 4 — Virtual Programming Only No in-person programming will be offered. Skyhawks will work with organizations to offer pre-designed, live virtual programs led by top Skyhawks instructors. Winter 2021 Policy List on Next Page Skyhawks Winter 2021 COVID-19 Policy Winter 2021 Program Policies in Response to COVID-19 *These policies should be practiced at all Winter 2021 programs with adjustments based on state and local guidelines ❑ Skyhawks will closely monitor CDC guidelines related ❑ Peer and coach interaction — High fives, fist bumps, to youth sports and program-related policies as well hugs and other peer-to-peer/coach-to-peer contact not as review state and local protocols and regulations to allowed. ensure compliance before determining whether or not to conduct in-person camps. CIEquipment — All equipment will be sanitized after each program session and during sessions as needed. ❑ Skyhawks program staff, participants and any family members must not be or have been sick within the past ❑ Strict hand washing practices— Before snack breaks 14-days. Any staff member or participant who does not and lunches children must wash hands for 20 seconds comply will not be allowed at programs until the 14-day with soap and water or use a hand sanitizer that contains minimum has been reached. at least 60%alcohol.Skyhawks will provide hand sanitizer as an extra precaution (while supplies last), but we urge ❑ Face Coverings-Parents must provide a face covering parents to provide their child with their own bottle which for their child. While they are not required 100% of the should not be shared with other participants time, they are to be worn during check-in, check-out ❑ Snack and Lunch Times (if applicable) —As normally or when 6-foot distancing is not possible or not being followed. Parents should wear a face covering while at practiced, sharing of food or drink is strictly forbidden. the program. Snack and lunch time will be taken in groups and with social distancing based on guidelines presented in ❑ Programs will be run outdoors where possible with protocol levels 1-3 above. indoor locations being approved based on strict gathering size limits according to facility size. If a program is Face touching — Skyhawks staff will remind indoors, check-in/check-out procedures should happen participants throughout each session not to touch their outside. face, mouth or eyes. Participants will also be reminded to cover all coughs and sneezes with their elbow crease/ ❑ No contact check-in/check-out — Parents will check forearm. in their child from 6-feet away verbally acknowledging child's name for attendance purposes stating any special o The parent's role — In addition to a water bottle, notes regarding allergies, approved pick-up contacts, snacks and lunch (if applicable) and sunscreen, parents health concerns, etc. Participant belongings shall be should provide hand sanitizer (if available) and must spaced 6-feet apart. provide a towel which will help in limiting facial touching. o First meeting parent orientation—Shall be conducted ❑ Facility requirements — All program facilities must outside with parents following social distancing have access to running water and soap. Facilities guidelines. must be recently and regularly maintained by on-site maintenance staff to ensure a safe, clean environment ❑ Parents/guardians must maintain 6-foot social for programs. distancing requirements during sign-in and sign-out times. Parents/guardians must also avoid congregating ❑ At-Risk Groups — Persons who are older, pregnant, in groups and maintain social distancing before, during or who have underlying health conditions, including and after the program. those with compromised immune systems or respiratory conditions like severe asthma, are at higher risk to ❑ Modified roster document — Roster packet will develop complications from COVID-19.These individuals include: Program information, attendance sheet with should not drop-off/pick-up participants, participate in child information and parent contact details, participant programs or instruct programs. notes, staff/immediate family 14-day no-sickness acknowledgment, participant/immediate family 14-day no-sickness acknowledgment (verbally communicated/ acknowledged) COVID-19 Scenario Procedures on Next Page Skyhawks Winter 2021 COVID-19 Policy Scenario Procedures: Staff or Participant Reports Positive COVID-19 Test or Symptoms *Scenario procedures may very depending on local, state, and CDC guidelines 1. If a staff member or participant tests positive for COVID-19 during a program, the program will immediately be cancelled and staff members, participants and partnering organizations will be notified. The local health department will be notified. All registered participants will receive a prorated credit to their customer account. 2. If made known to Skyhawks that a staff member or participant tests positive for COVID-19 within two weeks of completion of a program, staff members, participants and the partnering organization will be notified. The local health department will also be notified. 3. If a Skyhawks staff member tests positive for COVID-19, they will be placed in an inactive status until they are symptom free and 14 days have passed since their last symptom or they provide a doctor's note stating a negative test result. 4. If a Skyhawks staff member reports symptoms of COVID-19 (e.g., fever, cough, shortness of breath), they will be placed in an inactive status until at least 72 hours have passed since recovery defined as resolution of fever without the use of fever-reducing medications and improvement in respiratory symptoms and at least 10 days have passed since symptoms first appeared. 5. If a participant reports symptoms of COVID-19 (e.g., fever, cough, shortness of breath) during camp, they will be quarantined until their parent/guardian arrives and removed from the program, receiving a prorated credit. All other listed parents of program participants will be notified same-day. The child will not be able to return to a Skyhawks program until at least 72 hours have passed since recovery, which shall be defined as resolution of fever without the use of fever-reducing medications and improvement in respiratory symptoms. The child may be allowed back to the program as soon as next-day if a doctor's note is provided that states the condition was not related to COVID-19. We Are Here for You — Please Contact Us With Any Questions You Have! Skyhawks Skyhawks Sports Academy Tr.3i hrng ll:..kril.through spark ne� 800.804.3509 44. sk hawks@sk hawks.com SuperTots. y y i�.""" DATE(MM/DD/YYYY) ACC)1213° CERTIFICATE OF LIABILITY INSURANCE 03/31/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Jo Watson PRODUCER NAME: Roach, Howard, Smith and Barton PHONE FAX 972) 744-2772 (A/C,No):(972) 744-2872 8750 N. Central Expressway E-MAIL o.Extl: Suite 500 ADDRSS: ]watson@rhsb.coaln Dallas TX 75231 INSURER(S)AFFORDINGCOVERAGE NAICA INSURER A:Vantapro Specialty Insurance C 44768 INSURED INSURERB:Allied World Insurance Company 22730 Skyhawks Sports Academy, LLC INSURERC:Chubb Indemnity Co 12777 1826 E. Sprague Avenue INSURERD: Spokane WA 99202 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 51695 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. __ INSR TYPE O ADDL SUBR POLICY EFF POLICY EXP LIMITS F INSURANCE INSD MD POLICY NUMBER (MM/DDIYYYY) IMM/DOIYYYY) A X COMMERCIALGENERALLIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR 5075218902 03/31/202103/31/2022 PREMISES(Ea occurrence) $ 300,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 PRO- PRODUCTS-COMP/OP AGG $ 3,000,000 X POLICY JECT LOC Abuse/Molestation $ 1,000,000 OTHER: AUTOMOBILELIABIUTY (Ea accicidentSINGLE LIMIT $ 1,000,000 A ANY AUTO 5079003402 03/31/202103/31/2022 BODILY INJURY(Perperson) $ — OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE HIRED NON-OWNED (Per accident) $ 8 AUTOS ONLY S AUTOS ONLY $ B X UMBRELLAUAB X OCCUR 5078027302 03/31/202103/31/2022 EACH OCCURRENCE $ 5,000,000 _ EXCESSLJAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERSCOMPENSATON 71754023 03/31/2021 03/31/2022 X STATUTE ER AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE NIA A E.L.EACH ACCIDENT $ 1,000,000 (MandatoryOFFICER/MEMBEREXCLUDED? N E.L.DISEASE-EA EMPLOYEE $ 1,000,000 (Mandatory In NH) If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 $ $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General and auto liability policies include blanket automatic additional insured endorsement or provision that provides additional insured status to any person or organization the Named Insured is required by written contract to add as an additional insured. General Liability policy includes Primary and Non-Contributory status in favor of Additional Insureds when there is a written contract or agreement requiring such status. General and workers compensation/employers liability policies include blanket automatic waiver of subrogation endorsement or provision that provides this feature to any person or organization the Named Insured is required by written contract to provide a waiver of subrogation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley Parks and Recreation 2426 N. Discovery Place AUTHORIZED REPRESENTATIVE Spokane WA 99216 - ��_x I� L --P, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 ITEM 1 THE FRANCHISOR,AND ANY PARENTS,PREDECESSORS AND AFFILIATES To simplify the language in this Franchise Disclosure Document, "SFG," "we," "us" and "our" means Skyhawks Franchise Group, LLC the franchisor. "You," "your" and "Franchisee" means the person (and its owners if the Franchisee is a business entity), who buys the franchise from Skyhawks Franchise Group,LLC. The Franchisor SFG was incorporated as Skyhawks Franchise Group, Inc., a Washington corporation, on February 8,2007 and was converted to a Delaware limited liability company on January 30,2018 by virtue of merging Skyhawks Franchise Group, Inc. with and into SFG. Our principal business address is 1826 E. Sprague Avenue, Spokane, Washington 99202. We do business under the names Skyhawks Franchise Group, LLC and Skyhawks. We do not do business under any other names. We offer franchises for Skyhawks Businesses and SuperTots Businesses. We will use the term "Sports Academy Business"in this Franchise Disclosure Document to refer to the specific business that you purchase: either a Skyhawks Business or a SuperTots Business. We originally offered franchises under the "Skyhawks" brand from February 2007 through December 2008. While these franchises operated under the Skyhawks brand, they operated under a different business model than Skyhawks Businesses. We began offering Skyhawks franchises similar to the Skyhawks Businesses being offered under this Franchise Disclosure Document in January 2010. We operate businesses similar to the Skyhawks Businesses being offered under this Franchise Disclosure Document and have done so since February 2003 (through an affiliated entity). We began offering SuperTots franchises similar to the SuperTots Businesses being offered under this Franchise Disclosure Document in April 2016. We also operate businesses similar to the SuperTots Businesses being offered under this Franchise Disclosure Document and have done so since November 2013 (through an affiliated entity). We currently do not conduct business in any other line of business nor do we offer franchises in any other line of business. Our registered agent for service of process in Delaware is Corporation Service Company, 251 Little Falls Drive, City of Wilmington,County of New Castle,Delaware 19808. Our agents for service of process for other states are listed in Exhibit D. If a state is not listed, we have not appointed an agent for service of process in that state in connection with the requirements of franchise laws. There may be states in addition to those listed above in which we have appointed an agent for service of process. There may also be additional agents appointed in some of the states listed. Parents and Predecessors We have several parent companies. SFG is a wholly-owned subsidiary of SPay, Inc. ("SPay"), which is an indirect subsidiary of BS Parent Holdings LP ("BS Parent").The general partner of BS Parent is BS Holdings GP LLC ("BS Holdings"). The principal place of business of SPay and BS Parent is 5360 Legacy Drive, Suite 150, Plano, Texas 75024, and the principal place of business of BS Holdings is 4 Embarcadero Center, Suite 1900 San Francisco,CA 94111. 18N � �SoccerTots [00127619.DOC.1 [2021 FDD v2F[ The controlling shareholder of BS Holdings is BStar Holdings LP ("BStar Holdings"). BStar Holdings is controlled by Genstar Capital Partners VII, L.P., Genstar Capital Partners VII (EU), L.P., and Stargen VII,L.P. (collectively,"Genstar Fund VII"). Genstar Capital VII,L.P. (the"General Partner"),is the general partner of Genstar Fund VII. Genstar Capital Partners LLC (the "Manager"), is the manager and investment adviser of the Genstar Fund VII. The principal place of business of BStar Holdings, Genstar Fund VII, the General Partner, and the Manager is Four Embarcadero Center, Suite 1900, San Francisco,CA 94111. We have two predecessors for the SuperTots Franchise: Tots Franchise Group,LLC and SoccerTots Incorporated. Tots Franchise Group, LLC ("Tot Franchising") was a Washington limited liability company that was formed in November 2013, and was formerly an affiliate of ours. Tot Franchising's principal business address was 1826 E. Sprague Avenue, Spokane, Washington 99202. Tot Franchising offered franchises similar to the type being offered as SuperTots Businesses under this Franchise Disclosure Document from November 2013 to April 2015 and operated in Spokane,Washington. Tot Franchising transferred ownership of substantially all of its assets to us in April 2016. Tot Franchising does not currently conduct business in any other line of business,nor does it offer franchises in this or any other line of business. SoccerTots Incorporated ("STI" or "SoccerTots Incorporated") was a Washington corporation that was formed in November 2001. STI's principal business address was 1826 E. Sprague Avenue, Spokane, Washington 99202. STI offered franchises similar to the type being offered as SuperTots Businesses under this Franchise Disclosure Document from February 2009 until November 2013 and operated in Spokane, Washington. Prior to this, STI granted licenses for the operation of a business that had similar characteristics to the SuperTots Businesses. From February 2002 to December 2005, STI operated a business similar to the SuperTots Businesses being offered under this Franchise Disclosure Document in Spokane, Washington. STI does not currently conduct business in any other line of business, nor does it offer franchises in this or any other line of business. Affiliates Our affiliate, Skyhawks Sports Academy,LLC("SSA")provides consulting services to us and owns the intellectual property and trademarks for the Skyhawks Businesses (the "Skvhawks IP"). We own the intellectual property associated with the SuperTots Businesses. SSA was incorporated as Skyhawks Sports Academy, Inc., a Washington corporation, and was converted to a Delaware limited liability company on January 30,2018 by virtue of merging Skyhawk Sports Academy,Inc. with and into SSA. SSA licenses the Skyhawks IP to us to use in franchising the Skyhawks Businesses. SSA's principal business address is 1826 E. Sprague Avenue, Spokane, Washington 99202. SSA also operates businesses similar to the type being offered as Skyhawks Businesses under this Franchise Disclosure Document, and has done so since June 1980. SSA operates businesses similar to the SuperTots Businesses being offered under this Franchise Disclosure Document, and has done so since November 2013. SSA does not and has not offered franchises in this or any line of business. Other than SSA,we do not have any affiliates that offer franchises in any line of business or that provide products or services to our franchisees. The Franchise We offer franchises for Sports Academy Businesses ("Sports Academy Franchises"). We will use the term "Sports Academy Franchise" in this Franchise Disclosure Document to refer to the specific franchise that you purchase: either a"Skyhawks Franchise"or a"SuperTots Franchise". If you purchase a Tier 1 Franchise, as defined in Item 5,your territory will have a population of 150,000 to 250,000 people, and if you purchase a Tier 2 Franchise,your territory will have a population of less than 150,000 people. w SoccerTots (00127619.DOC.I [2021 FDD v2F) Skyhawks Businesses use the "SKYHAWKS"trademarks, trade names, service marks and logos ("Skyhawks Marks") for the operation of Skyhawks Businesses. SuperTots Businesses use the "SUPERTOTS" trademarks, trade names, service marks and logos (the "SuperTots Marks,") for the operation of SuperTots Businesses. We will use the term"Marks" in this Franchise Disclosure Document to refer to the specific marks that we permit you to use: either the Skyhawks Marks if purchase a Skyhawks Franchise or the SuperTots Marks if you purchase a SuperTots Franchise. Skyhawks Businesses are operated under our proprietary Skyhawks system ("Skyhawks System") and SuperTots Businesses are operated under our proprietary SuperTots system(the "SuperTots System,"). We will use the term "System" in this Franchise Disclosure Document to refer to the specific system that we permit you to use: either the Skyhawks System if you purchase a Skyhawks Franchise or the SuperTots System if you purchase a SuperTots Franchise. The System consists of curriculum for each activity offered, marketing strategies, the technology to manage events, marketing and staff, and the Skyhawks methods of operation (for the Skyhawks Business) and the SuperTots methods of operation (for the SuperTots Business)(collectively,"Methods of Operation"). Skyhawks Businesses provide camps (for children ages five to fourteen years), and after school programs, classes/clinics and leagues (for children ages six to fourteen years), in baseball, basketball, cheerleading, flag football, golf, lacrosse, soccer, track&field,tennis, and volleyball using the Skyhawks System(each,a"Skyhawks Program"). SuperTots Businesses provide classes/enrichment programs and birthday parties for children ages eighteen months to five years, in baseball,basketball,soccer,flag football,cheerleading and hockey using the SuperTots System (each a"SuperTots Program,"). We will use the term "Sports Academy Program" in this Franchise Disclosure Document to refer to each of the specific modules that we permit you to provide: any camp, after school program, classes/clinics and leagues described above as a Skyhawks Program if you purchase a Skyhawks Franchise, or any classes/enrichment programs or birthday parties described above as a SuperTots Program if you purchase a SuperTots Franchise. The System is based on a coaching philosophy and methodology that focuses on providing safe, athletic programs to children in a fun and appropriately competitive environment. We may change or modify the System throughout your ownership of the Franchise. Sports Academy Programs are typically offered at: (a) customers' homes, community centers, sports-related businesses, churches, schools and other similar venues for parties; and (b) sport and recreation facilities, churches, parks, schools and other similar venues that you will contract with, usually on a "lease per hour" or "percent of fees per participant" basis, for other Sports Academy Programs. Sports Academy Businesses also offer Sports Academy Programs to existing entities such as daycare centers, preschools, private schools, public schools,leagues,parks and recreation and other organizations. We also offer Sports Academy Franchises located at government agencies and institutions such as schools, daycare centers, recreational departments, housing developments, military bases, libraries and museums ("Government Venue Franchise(s)"). If you purchase a Government Venue Franchise you will sign a "Government Venue Franchise Addendum" which is attached to this Franchise Disclosure Document in Exhibit G. You must sign our standard franchise agreement attached to this Franchise Disclosure Document as Exhibit B ("Franchise Agreement"). If you purchase an additional territory as you and we agree to, you will also sign our standard additional territory addendum (in the form attached to this Franchise Disclosure Document in Exhibit G) ("Additional Territory Addendum"). Unless you have signed an Additional Territory Addendum,you may only operate in one territory for each Franchise Agreement you sign. Attachment A of the Franchise Agreement will state whether you are purchasing a Skyhawks �,,, trSocTrTots 3 {00127619.DOC. [2021 FDD v2F] Wastivon State Depart,d Labor&Industriesjhttps://Ini.wa.gov) SKYHAWKS SPORTS ACADEMY LLC Owner or tradesperson INC SPAY 1826 E SPRAGUE AVE Doing business as SPOKANE,WA 99202 SKYHAWKS SPORTS ACADEMY LLC WA UBI No. 604 219 795 Certifications & Endorsements OMWBE Certifications No active certifications exist for this business. Apprentice Training Agent No active Washington registered apprentices exist for this business.Washington allows the use of apprentices registered with Oregon or Montana.Contact the C1i ecton Bureau of Lek,r&Industries or Montana Department of Labor &Industry to verify if this business has apprentices. Workers' Comp Do you know if the business has employees?If so,verify the business is up-to-date on workers'comp premiums. L&I Account ID Account is current. 648,810-01 Doing business as SKYHAWKS SPORTS ACADEMY LLC Estimated workers reported Quarter 1 of Year 2021"4 to 6 Workers" L&I account contact T9/COURTNY KINERK(360)902-4828-Email:KIND235@Ini.wa.gov Public Works Requirements Verify the contractor is eligible to perform work on public works projects. Required Training—Effective July 1,2019 Needs to complete training. Contractor Strikes No strikes have been issued against this contractor. Contractors not allowed to bid No debarments have been issued against this contractor. Workplace Safety & Health Check for any past safety and health violations found on jobsites this business was responsible for. No inspections during the previous 6 year period.