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HomeMy WebLinkAbout2020-103 Agrmt-Rogue Valley Masters COOPERATIVE SERVICES AGREEMENT FOR Rogue Valley Masters (RVM) for use of the Daniel Meyer Pool This Cooperative Services Agreement,hereinafter referred to.as "Agreement", is made and entered into thisi.day of ru by and though its Ashland Parks and Recreation Commission, herein after referred to " PRC", and Rogue Valley Masters ("RVM")hereinafter called"Lessee". 1. RECITAL: It is known and understood that: A. Lessee seeks to use the Daniel Meyer Pool outside of the regular months of pool operations. Those months are February and March. 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. One payment of$2100 due for the term of the agreement, as detailed in section 4 of this agreement, is required for the costs of operations, wear and tear and maintenance of the facilities. S THEREFORE,the Parties agree to incorporate the Recitais as part of this Agreement and further agree to the following terms: _ 2. TERM OF AGREEMENT The agreement will be'for a 21-day period of time beginning February 24,2020 until the conclusion of the season on March 16,2020. 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 lessee: (RVM) 2. That the lessee (RVM)pay a total sum of no less than$2100, which would cover: a. Wear and tear of equipment. b. All utilities during the term of the contract. DMP Cooperative . Agreement 1 c. All required chemicals for the proper operation of the pool during the term. 2. That the lessee 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 lessee (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 February 24 and the end of the swim season on March 16, 2020. Lessees will pay one payments for a total sum of no less than $2100. a. RVM will pay $2100, 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 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. DMP Cooperative Agreement 2 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 seekingtermination 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, 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 participants to or from pool sponsored activities. Auto insurance not required Hitial by RVM 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 DMP Cooperative . Agreement 3 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 function of this agreement they should seek recovery for any such injury from the Lesseeaitial by RVM 8. HOLD HARMLESS AND INDEMNIFICATION To extent permitted by the Oregon Tort Claims Act asapplied 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 DMP Cooperative Agreement 4 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 anA 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 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 By TOVO 1,,4. Title P12-fi Qi 'T G®D, SV A DMP Cooperative Agreement 6 • la DATE(MM/DD/YYYY) ACERTIFICATE OF LIABILITY INSURANCE 10/11/2019 THIS CERTIFICATE ISiISSUED 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). PRODUCER - CONTACT . Insurance Office of America, Inc. NAME: Marilyn Janczy FA)( 1855 West State Road 434 • (AIC.No.Ext):720-524-4700 (NC,No): E-MAIL . . Longwood FL 32750 ' ADDRESS: marilyn.janczy@ioausa.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Evanston Insurance Company 35378 •INSURED ) USMASTE-01 INSURER B:Everest National Insurance Company 10120 U.S. Masters Swimming, Inc. INSURER United States Fire Insurance Company 21113 1751 Mound Street,Suite 201 , Sarasota FL 34236 INSURERD: . . INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER:2141197090 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD,WVD POLICY NUMBER (MM/DD!YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y SI8ML00043-191 10/1/2019 10/1/2020 EACH OCCURRENCE $1,000,000 1 -DAMAGE TO CLAS-MADE X OCCUR PREMISES(Ea occurrence)IM $1,000,000 -' MED EXP(Any one person) $5,000 • PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: Sanctioned Event ' $ . AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) . ANY AUTO BODILY INJURY(Per person) $ OWNED I--- SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS . HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) . B UMBRELLALIAB. X OCCUR Y SI8EX00028-191 10/1/2019 • 10/1/2020 EACH OCCURRENCE $10,000,000 X 'EXCESS LIAB CLAIMS-MADE ''' AGGREGATE $20,000,000 DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N PER ERH . ANYPROPRIETOR/PARTNER/EXECUTIVE ' N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS belowE.L.DISEASE-POLICY LIMIT $ ' C Participant Accident USI182634 10/1/2019 • 10/1/2020 Each Injury 25,000 Accidental Death 5,000 • DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is.required) Coverage applies only to the United States Masters Swimming(USMS)sanctioned events specified on this certificate,and only if the club or workout group shown on this certificate is a member in good standing with USMS at the time of the event The"General Liability policy includes$1,000,000 Each Occurrence/$5,000,000 Abuse&Molestation Coverage. Participant Legal Liability is included within the limits on the General Liability Policy. Certificate holder is listed as an additional insured per Form ECG 20 600 0509: Deductible on Participant Accident is"0" Rogue Valley Masters(37-OREG-RVM),USMS Registered Club Workouts,10/11/2019-9/30/2020 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 Ashland • 20 E.Main Street Ashland OR 97520 AUTHORIZE REPRESENTATIVE • .: ` .16M D r car ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are"registered marks of ACORD • COMMERCIAL GENERAL LIABILITY ECG 20 600 05 09 THIS ENDORSEMENT CHANGES THE COVERAGE PART. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to C. The Limits of Insurance afforded to an additional include as an additional insured any person or or- insured shall be the lesser of the following: ganization with whom you have a written agree- 1. The Limits of Insurance required by the written ment that such person or organization be added agreement between the parties;or as an additional insured on your Coverage Part. Such person or organization is an additional in- 2. The Limits of Insurance provided by this Cov- sured only with respect to liability for "bodily in- erage Part. jury", "property damage"or"personal and advertis- D. With respect to the insurance afforded to an addl- ing injury" but only to the extent caused, in tional insured, this insurance does not apply to whole or in part, by: "bodily injury", "property damage"or "personal and 1. Your acts or omissions; or advertising injury" arising out of any act or omis- 2. The acts or omissions of those acting on your sion of an additional insured or any of its employ- ees. behalf; in the performance of your operations for an addi- tional insured. B. The insurance afforded to an additional insured shall only include the insurance required by the terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part. ECG 20 600 05 09 Copyright,Everest Reinsurance Company 2009 Page 1 of 1 0 Includes copyrighted material of Insurance Services Office,Inc.,used with its permission. } INSURED COPY