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HomeMy WebLinkAbout2019-164 Services Agreement for Rogue Valley Master, Southern Oregon Aquatics COOPERATIVE SERVICES AGREEMENT FOR Rogue Valley Masters (RVM), Southern Oregon Aquatics (SOA) for use of the Daniel Meyer Pool This Cooperative Services Agreement, hereinafter referred to as "Agreement", is made and entered into this 2.0 day of 14bvi 1 by and though its Ashland Parks and Recreation Commission,herein after referred to "APRC", and Southern Oregon Aquatics (SOA)and Rogue Valley Masters ("RVM")hereinafter called"Lessees". 1. RECITAL: It is known and understood that: A. All Lessees seek to use the Daniel Meyer Pool outside of the regular months of pool operations. Those months are April and May. B. APRC requires some assurances that the lessees will responsibly maintain the facilities (building and pool) and provide adequate safety precautions without APRC oversight; and C. Two payments per year of$4800 due each month of use for the term of the agreement, proportionally divided equitably between the Lessees as detailed in section 4 of this agreement, is required for the costs of operations,wear and tear and maintenance of the facilities. THEREFORE,the Parties agree to incorporate the Recitals as part of this Agreement and further agree to the following terms: 2. TERM OF AGREEMENT The agreement will be for a 2-month period of time beginning April 1,2019 until the conclusion of the season on May 31,2019. 3. PARTY RESPONSIBILITIES A. APRC Responsibilities: 1. Monitor the contract 2. Monitor the facilities to ensure safety and compliance B. LESSEE Responsibilities 1. All pool operations will be the responsibility of the lessees: (SOA and RVM) 2. That the lessees(SOA and RVM)pay a total sum of no less than$4800 per month,which would cover: DMP Cooperative Agreement 1 a. Wear and tear of equipment. b. All utilities during the term of the contract. c. All required chemicals for the proper operation of the pool during the term. 2. That the lessees contract separately to provide their own certified pool operator to perform the operational functions of the pool equipment and chemicals. 3. That all lifeguards will be provided by the lessees (SOA and RVM) during the term of the contract. 4. That insurance is provided pursuant to terms set forth herein. 4. PAYMENT. A. For the full use of the Daniel Meyer Pool between April 1 and the end of the swim season on May 31, 2019. Lessees will pay two payments for a total sum of no less than the per month total of$4800 1. Lessees have agreed to equitably divide the total sum payments of$4800 per each of the two months of use according to each Lessees proportionate share based on the amount of hours requested, and as follows: a. SOA will pay $ 3800 per month; b. RVM will pay$1,000.00 per month. 5. COMPLIANCE WITH APPLICABLE LAWS. Parties shall comply with all federal, state and local laws and ordinances applicable to the work under this agreement, including,without limitation,provisions relating to confidentiality of records. 6. TERMINATION. A. Mutual Consent. This Agreement may be terminated at any time by mutual consent of both parties. B. Convenience. This Agreement may be terminated at any time by either party upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. APRC may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Lessees, or at such later date as may be established by APRC, under any of the following conditions: 1. If APRC funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; 2. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding DMP Cooperative Agreement 2 1 proposed for payments authorized by this Agreement; 3. If any license or certificate required by law or regulation to be held by Lessee to fulfill its obligations required by this Agreement is for any reason denied, revoked, suspended, or not renewed; or 4. Upon a reasonable finding of Lessee breach as established by Section 6D below. D. For Default or Breach. Either APRC or Lessee may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require,then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. Lessee shall be in default under the Agreement if: 1. Lessee commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Agreement; 2. Lessee loses its Non-Profit status or loses any license,certificate or certification that is required to perform the Services or to qualify as a Non- Profit; 3. Lessee institutes an action for relief in bankruptcy or has instituted against it action for insolvency; 4. Lessee makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or 5. Lessee attempts to assign rights in, or delegate duties under,the Agreement. E. In event of a Lessee's breach, except as otherwise provided by law, damages to be paid by Lessees will be equivalent but not necessarily limited to the amount of the result as provided in 6B 1 above. 7. INSURANCE A. APRC is self-insured. B. If not comparably self-insured, Lessees shall at their own expense provide the following insurance either separately or jointly: 1. General Liability insurance with a combined single limit,or the equivalent, of not less than$2,000,000 for each occurrence for Bodily Injury and Property Damage. 2. Automobile Liability insurance with a combined single limit, or the equivalent, DMP Cooperative Agreement 3 of not less than$1,000,000,for each accident for Bodily Injury and Property Damage, including coverage for owned,hired or non-owned vehicles, as applicable. EXCEPTION: Lessee's are not driving partic nts to or from T ool sponsored activities.Auto insurance not required. itial by RVM Initial by SOA 3. Notice of cancellation or change. The insurer must agree in writing to give the i. City 30 days'prior written notice before cancelling or materially changing coverage's, or taking any actions to prevent Contractor's renewal of the insurance contract. 4. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insured's on any insurance policies required herein but only with respect to Contractor's services to be provided under this Contract.As evidence of the insurance coverage's required by this Contract,the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insured's. Insuring companies or entities are subject to the City's acceptance. Workers' Compensation Insurance: Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. EXCEPTION: By initialing this sentence, lessee certifies under penalty of law that it does not employ workers or have volunteers to perform functions of this agreement,that any work related to this contract shall be performed solely by the undersigned, and that all participants have been fully informed that neither APRC nor the City of Ashland are their employer and therefore if injured performing any functi n of this agreement they should seek recovery for any such injury from the Lessees ial by RVM yaInitial by SOA V DMP Cooperative Agreement 4 IN WITNESS WHEREOF,the parties hereby enter into this agreement. Each party,by signature below of its authorized representative, hereby acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Each person signing this Agreement represents and warrants to have authority to execute this Agreement. ASHLAND PARKS AND RECREATION COMMISSION Michael A. Black; Director Authorized Signer Ashland Parks and Recreation Commission ROGUE VALLEY MASTERS ,s - By 'Map r LAV: � Title &o Ar c f B0J 11-' SOUTHERN OREGON AQUATICS By f,l.LI,.,nm S , '�X \L Title c DMP Cooperative Agreement 6 8. HOLD HARMLESS AND INDEMNIFICATION To extent permitted by the Oregon Tort Claims Act as applied to the respective Parties, each Party will indemnify and defend each other from any claim or liability resulting from error, omission, or act of negligence on the part of the wrongful Party's officers, employees, or agents in the performance(or nonperformance)of work done pursuant to this Agreement. Provided, however,that no party shall be required to indemnify another party for any claim, loss or liability arising solely out of the wrongful act of that other party's officers, employees or agents. 9. CONSTRUCTION,MODIFICATIONS OF THIS AGREEMENT A. This Agreement shall not become effective until all parties hereto have executed this Agreement. B. Governing Law; Jurisdiction; Venue: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of law s,rules or doctrines. C. Subcontracts and Assignment; Successors in Interest: Lessee shall not enter into any subcontracts for any of the work required by this Agreement, or assign or transfer any of its interest in this Agreement,without the prior written consent of APRC. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns, if any. D. No Third Party Beneficiaries: APRC and Lessee 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 benefit or right, whether directly, indirectly or otherwise,to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. E. This agreement may not be amended, changed or modified in any way, except by written agreement signed by all parties hereto. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR EXPRESS AND/OR IMPLIED STATEMENTS,NEGOTIATIONS AND/OR AGREEMENTS BETWEEN THE PARTIES, EITHER ORAL OR WRITTEN,AND MAY NOT BE AMENDED, CHANGED OR MODIFIED IN ANY WAY,EXCEPT BY WRITTEN AGREEMENT SIGNED BY ALL PARTIES HERETO DMP Cooperative Agreement 5 • PRINT DATE: 9/24/2018 CERTIFICATE OF INSURANCE CERTIFICATE NUMBER: 20180921654799 AGENCY: Inlegro USA Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND d/b/a Integro Insurance Brokers CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES 2727 Paces Ferry Road,Building Two,Suite 1500 NOT AMEND, tx 15ND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES Atlanta,GA 30339 BELOW. • 678-324-3300(Phone),678-324-3303(Fax) NAMED INSURED: INSURERS AFFORDING COVERAGE: United States Masters Swimming,Inc. Rogue Valley Masters(37-OREG-RVM) INSURER A:Everest National Ins.Co.NAIC 1/:10120 1751 Mound Street Suite 201 INSURER B:Everest National Ins.Co.NAIC 4:10120 Sarasota FL 34236 EVENT INFORMATION: USMS Registered Club Workouts(-) POLICY/COVERAGE INFORMATION: 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS TYPE OF INSURANCE: POLICY NUMBER(S): EFFECTIVE: EXPIRES: LIMITS: A GENERAL LIABILITY X Occurrence 518ML00043-181 10/1/2018 10/1/2019 GENERAL AGGREGATE(Applies Per Event) $5,000,000 12:01 AM 12:01 AM X Participant Legal Liability EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES(Each Occ.) $1,000,000 MEDICAL EXPENSE(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 • PRODUCTS-COMP/OP AGG $2,000000 B UMBRELLA/EXCESS LIABILITY X Occurrence SI8EX00028-181 10/1/2018 10/1/2019 EACH OCCURRENCE $10,000,000 12:01 AM 12:01 AM AGGREGATE $20,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS: The certificate holder is an Additional Insured with respect to liability arising out of the negligence of the Named Insured,but only where required by written contract and as per the following endorsement:Additional Insured-Automatic Status When Required in a Written Agreement With You(Form ECG 20 600 05 09). Coverage applies only to the United States Masters Swimming(USMS)sanctioned or approved events or activities specified on this certificate,and only if the club or workout group shown as a Named Insured on this certificate Is a member in good standing with USMS at the time of the event or activity. The General Liability policy includes$1,000,000 Each Occurrence/$5,000,000 Aggregate Abuse&Molestation coverage. Coverage available under policy 9906-7881 is on file with the policyholder-Accident Medical coverage$25,000 per person per accident with no deductible,excess of any other valid and collectible insurance-Accidental Death&Dismemberment$5,000 per person per accident.Policy effective date:October 1,2018/Policy expiration date:October 1,2019. CERTIFICATE HOLDER: NOTICE OF CANCELLATI Ashland parks and recreation commission Should any of the above described policies be cancelled before the expiration date thereof, 340 S pioneer st notice will be delivered in accordance with the policy provisions. Ashland OR 97520 AUTHORIZED REPRESENTATIVE: • A�® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/OD/1'YYY) 3/27/2019 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 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). PRODUCER NAME: Sports Service•RPS Bollinger PHONE FAX 150 JFK Parkway (NC.No EM 1-800446-5311 (No.Nok 973-921-8474 Short Hills NJ 07078 ADDRESS: SportService @RPSINS.com INSURER(S)AFFORDING COVERAGE NAIC# _INSURER A:Scottsdale Indemnity Company 15580 INSURED USAWA-1 INSURER B:*National Casualty Company 11991 USA Water Polo Inc INSURER c:Hartford Life and Accident 70815 and its Member Clubs and Zones 6 Morgan, Suite 150 INSURERD: Irvine CA 92618 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:1494330018 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 OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MWDD/YYYY) (MMIDDWYYY) A X COMMERCIAL GENERAL LIABILITY EL-KRI-00000076982-00 1/1/2019 1/12020 EACH OCCURRENCE $1,000,000 AMAGE TO CLAIMS-MADE X OCCUR PREM SES(Ea RENTED $1,000,000 MED EXP(Any one person) $5,000 i X Part Leg Liab PERSONAL 8.ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $None/Unlimited POLICY JEOT X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: Sexual Abuse/Mol $$1MiV$2Mil A AUTOMOBILE LIABILITY 8L-KKI-00000076983-00 1/1/2019 1/1/2020 COMBINED SINGLE LIMIT $ (Ea accident) 1 000 000 ANY AUTO BODILY INJURY(Per person) $ ALL ONMED SCHEDULED BODILY INJURY(Per ccident) $ U S — X HIRED AUTOS X AU08WNED PROPERTY DAMAGE $$ B UMBRELLA DAB X OCCUR 6L-XKO-00000076984-00 1/1/2019 1/1/2020 EACH OCCURRENCE $5.000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DEO RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE n N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Accident Medical 36-S13-204979 1/1/2019 1/1/2020 Med Max $75,000 Deductible $500 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Proof of Insurance. This certificate is issued on behalf of club: Ashland Water Polo Primary Pool:Ashland Parks And Recreation-Daniel Meyer Pool Hunter Park Ashland,OR 97520 Group Code:WP29749 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. Ashland Water Polo As Box 623 AUTHORIZED Ashland OR 97520 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD