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Greater Seattle YMCA for Recreation User Concession at Yost Poolt~4�� of EV%411� ANC, 18`f o Z I Originator: O Department/Division: a Name of Cons ultant/Contractor: u) CONTRACT TITLE: w 0 No. (City Clerk Use Only) CONTRACT ROUTING FORM Terri Arnold, Deputy Director Routed by: Parks, Recreation and Cultural Svcs. Date: G"-A{-e-Z- 5'eA1 -R- ys CA Agreement for Recreation User Concession at Yost Pool Type of Contract: (GR) Grants (1) Intergovernmental Agreement z ❑ (S) Purchase of Services (W) Public Works w Z Bid/RFP Number: O L) Effective Date: Completion Date: L) Has the original City contract boilerplate language been modified? Oi Yes O No If yes, specify which sections have been modified: pDescription U of Services: Management of Yost Pool, May 25 -October 4, 2018 Total Amount of Contract: Budget # Amount: N J Budget# Amount: w a a Budget # Amount V Z Are there sufficient funds in the current budget to cover this contract? Yes a Z Remarks: Authorization Level: Mayor w 1. Project Manager 2. Risk Management/Budget Z ✓ 3. City Attorney 4. Consultant/Contractor N I ❑ 5. Other © No 6. City Council Approval Date (if applicable) ❑✓ 7. Mayor ❑✓ 8. City Clerk TLA 05/02/2018 (L) Lease Agreement (0) Other $ 40,000.00 a AGREEMENT FOR RECREATION USER CONCESSION AT YOST PARK THIS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF EDMONDS, a municipal corporation (hereinafter referred to as "City") and the YMCA of Greater Seattle (hereinafter referred to as "Concessionaire or the Y"). WITNESSETH: City hereby grants to Concessionaire the right, license, and privilege to operate a recreation user concession at Yost Park in the manner and for the purposes hereinafter specified. The following terms, conditions, and covenants shall govern this Agreement: A. GRANT OF CONCESSION Concessionaire is granted the right to manage the 2018 operations of Yost Pool. B. TERM OF AGREEMENT The term of this Agreement shall be for the 2018 Yost Pool season. Yost Pool will be readied for the Y for staff training on May 25, 2018. Yost Pool will open to the public on June 2, 2018 and operate through September 9, 2018. Yost Pool will be closed for the July 4th and Labor Day holidays, and the Y will notice this in advance for the public. All clean-up following the closing will be done no later than October 4, 2018. C. PAYMENTS Concessionaire shall pay City $40,000 (Forty Thousand Dollars) under this Agreement. Concessionaire shall pay City four monthly payments of $10,000 on or before the 1 oth day of June, July, August and September during the term of this Agreement. D. CITY RESPONSIBILITIES: The City shall: 1. Maintain responsibility for paying all utility fees and chemical supplies. 2. Maintain responsibility for paying all capital expenses, such as, for example, the replacement of pool boilers and other similar equipment, as needed. 3. Maintain responsibility for selling pool advertising banner space and supervising the advertising banner. program. All revenue received from the advertising banner program will go to the City. 4. Train YMCA staff on the day-to-day and weekly maintenance of the pool, including but not limited to cleaning the pool, testing chemistry, adding chlorine and/or other chemicals as needed, and cleaning the filter pit to maintain a safe swimming Page Iof7 G'o,v 5 Ws- )e 40 /o- IV- / �' environment. Detailed requirements relating to pool maintenance are included as Attachment A to this Agreement. 5. Undertake the afternoon day-to-day maintenance of the pool chemicals, excluding weekends and holidays, including testing chemistry and adding chlorine and/or other chemicals as needed to maintain a safe swimming environment. 6. Respond to calls from the Y when there are issues with the chemicals and pool operating systems. 7. ' Install and maintain a wifi hotspot for use at the pool. 8. Share with Concessionaire the cost of installation of the security camera system described in Section E.10 below up to 50% of cost or $2,000, whichever is less and, at the City's sole discretion, maintain the system beyond the term of this Agreement. E. CONCESSIONAIRE RESPONSIBILITIES. The Concessionaire shall; 1. Safely operate Yost Pool for the 2018 season pursuant to the YMCA of Greater Seattle Aquatic Standards, as set forth in Attachment B, attached hereto and incorporated herein by this reference. This includes coverage for open swims, swim lessons, rentals, swim team, swim meets, and all scheduled pool activities, and otherwise maintaining responsibility for all pool/site management. 2. Provide daily on site management of the pool and pool staff, 3. Hire, train, supervise, schedule, and process payroll for all pool staff, including office staff, lifeguards, swim instructors and swim team coaches. Provide uniforms for all staff members. 4. Undertake all cash handling and cash receipting at Yost Pool, including registration and revenue collection for all programming of the Yost Pool for the 2018 season. This includes swim lessons, swim team, daily fees and rentals. Maintain staff lifeguards at a ratio consistent with established aquatics standards and/or best practices. Maintain accurate and complete chemical testing records for Yost Pool and Spa. Take chemical readings of Pool every 3 hours and Spa every 2 hours to ensure a safe swimming environment. Inform City park staff immediately if the pool or spa chemistry is out of compliance. City park staff will add chemicals as needed. The YMCA Facilities Director and Pool Manager will take responsibility for daily operations. Page 2 of 7 7. Hire and supervise a janitorial service for the daily cleaning of the pool and pool site, including but not limited to restrooms (including toilets and urinals), entrance, locker rooms, office, pool deck, upper deck, party rooms, trash, and other related areas. 8. Pay for all program supplies, including but not limited to the provision and replacement of swim lesson equipment, cleaning and toiletry supplies not provided by the janitorial service, and first aid supplies and equipment. 9. Use its best efforts to provide excellent customer service, respond to complaints in a timely manner and notify the City of all complaints in a timely manner. 10. Install a Hikvisiom security camera system with a minimum of two (2) Terabytes of storage and maintain it for the duration of this Agreement. The City will compensate the Concessionaire for 50% of the cost of installation, not to exceed $2,000. The system will consist of four (4) Internet Protocol (IP) cameras — three (3) bullet cameras to be located outside the Yost Pool facility, and one (1) dome camera to be located above the pool entrance door — and one (1) eight -channel network video recorder (NVR) with four (4) Terabytes of storage. The camera system will be used to monitor the safety of Yost Pool patrons and staff, as well as the security of the Yost Pool facility. The security camera system uses motion detection and generally stores approximately two (2) weeks' worth of video. Both Parties expressly agree that there is no expectation that the cameras will be monitored in real time. 11. Concessionaire understands that images taken by the security camera system may be subject to disclosure pursuant to the Washington State Public Records Act, Chapter 42.56 RCW F. INDEPENDENT CONTRACTOR The parties intend that an independent contractor relationship will be created by this Agreement; that this is not a contract of employment; and that Concessionaire is an independent entity with respect to the business hereunder. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. No agent, employee or representative of Concessionaire shall be deemed to be an agent, employee or representative of City for any purpose. Concessionaire shall be solely responsible for all acts of its agents, employees, representatives, volunteers and subcontractors during the operation of the recreation concession covered by this Agreement. Concessionaire shall also be solely responsible for any payment due to its agents, employees, representatives or subcontractors, including workers compensation and related costs. Concessionaire warrants that it has conducted a criminal background check for any agent, employee, representative or other person performing services on its behalf. Concessionaire warrants that it has conducted a criminal history background check pursuant to the Child and Adult Abuse Information Act as authorized by RCW 43.43.830-845, for any prospective employee who will or may have unsupervised access to children under sixteen years of age or developmentally disabled persons or vulnerable adults during the course of his or her employment or involvement with the business or organization, or any prospective volunteer who will have regularly scheduled unsupervised access to children under sixteen years of age, developmentally disabled persons, or vulnerable adults during the course of his or her employment or involvement with the business or organization under circumstances where such Page 3 of 7 access will or may involve groups of five or fewer children under twelve years of age, three or fewer children between twelve and sixteen years of age, developmentally disabled persons, or vulnerable adults. G. INSURANCE Each Party warrants that it will obtain and keep in place during the term of this Agreement the following insurance coverage or its equivalent in pooled self-insurance, and that it agrees to the following provisions related thereto: A.) Commercial General Liability insurance coverage written on an occurrence basis, with limits no less than $5,000,000 each occurrence and $10,000,000 general aggregate -for personal injury, bodily -injury and -property -damage. B.) Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under and insured contract. C.) Sexual Abuse/Molestation Insurance with limits no less than $1,000,000 each occurrence or claim limits. D.) The City shall be named as an insured under Concessionaire's Commercial Grade Liability and Sexual Abuse/Molestation insurance policies with respect to the operations performed using ISO Additional Insured endorsement CG 20 10 04 [3 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. E.) The City has liability coverage through its membership in Washington Cities Insurance Authority (WCIA) insurance pool. The above requirement shall be satisfied by the City's coverage by and membership in the WCIA pool. F.) Failure on the part of the Concessionaire or the City to maintain the insurance as required shall constitute a material breach of this agreement, upon which the Concessionaire or the City may, after giving five (5) business days' notice to the other Party to correct the breach, immediately terminate the Agreement. G.) All insurance policies shall contain a clause stating that coverage shall apply separately to each insured against whom a claim is made or suit is brought, except with respects to the limits of the insurer's liability. H. HOLD HARMLESS/INDEMNIFICATION Concessionaire shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from all claims, injuries, damages, losses, demands, or suits at law or in equity arising in whole or in part from the Concessionaire's negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require the Concessionaire to indemnify the City again and hold harmless the City from claims, injuries, damages, losses, demands or suits based solely on the conduct of the City, its agents, officers, officials, employees and volunteers; and provided further that if any such claims or suits are caused by or result from the concurrent negligence of: (a) the Concessionaire, its agents, officers, or employees; and (b) the City, its agents, officers, officials, employees or volunteers, this indemnity provision with Page 4 of 7 respect to: (1) claims or suits based upon such negligence; and (2) the costs to the City of defending such claims or suits shall be valid and enforceable only to the extent of the Concessionaire's negligence or the negligence of the Concessionaire's agents, officers or employees. Should the Concessionaire be required to incur defense expenses on behalf or itself or the City in defending a claim which ultimately is determined to be the result of the sole negligence of the City, the City shall indemnify and hold harmless the Concessionaire for such expense. The Parties shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The Parties specifically assume potential liability for actions brought by their own employees against the other Party and, solely for the purpose of this indemnification and defense, the Parties specifically waive any immunity under the state industrial insurance law, Title 51 RCW. I. RULES GOVERNING CONCESSION OPERATION During all hours of operation, Concessionaire shall maintain on duty adequate personnel to comply with all terms and conditions of this Agreement. Concessionaire represents that Concessionaire and its agents, employees and representatives have the necessary knowledge, skill and experience to competently provide the recreation concession operation hereunder and will do so in a professional manner consistent with customary practices. TERMINATION OF AGREEMENT Each and every term and condition herein set forth and contained in this Agreement are expressly made terms, covenants, agreements and conditions, and a breach of any one of them by Concessionaire shall constitute a breach of this Agreement. In the event Concessionaire shall fail to comply with any of the terms, covenants, agreements or conditions of this Agreement, or in the event Concessionaire violates any local, City, County, State, or Federal law, in connection with the operation hereunder, upon giving the Concessionaire ten (10) days' advance written notice, City may terminate this Agreement as provided herein. Provided, the Parks, Recreation & Cultural Services Director may order Concessionaire to cease operations hereunder immediately at any time should the Parks, Recreation & Cultural Services Director determine that the operation is detrimental to public safety, health, or welfare. In the event of termination of this Agreement, all the rights, licenses, and privileges herein contained shall be terminated, Concessionaire shall have no further rights hereunder, and it shall be lawful for City immediately thereafter to remove all property of Concessionaire from said. premises. Termination without cause — This Agreement may be terminated by the City or Concessionaire without cause, in whole or in part, prior to the termination date specified in Section B. Term of Agreement, by providing forty-five (45) days advanced written notice of the termination to the other Party. Page 5 of 7 K. EXTENT OF AGREEMENT/AMENDMENT OR MODIFICATION This Agreement, together with any and all attachments and addenda, represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended, modified or added to only by written instrument properly signed by both parties hereto. L. NO DISCRIMINATION Concessionaire shall, in all hiring or employment made possible or resulting from this Agreement, take affirmative action to ensure that there shall be no unlawful discrimination against any employee or applicant for employment because of sex, race, age, color, religion, national -origin, -marital status, -sexual -orientation, -veteran -status, liability -for service -in -the -armed forces of the United States, disability, or the presence of any sensory, mental or physical handicap, or any other protected class status, unless based upon a bona fide occupational qualification. This requirement shall apply to, but not be limited to, the following: employment. advertising, layoff or termination,'rates of pay or other forms of compensation and selection for training, including apprenticeship. No person shall be denied, or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, age, color, religion national origin, marital status, sexual orientation, veteran status, liability for service in the armed forces of the United States, disability or the presence of any sensory, mental, or physical handicap, or any other protected class status. Concessionaire shall comply with RCW 4.24.660 (Zackery Lystedt Law) regarding youth sports concussion and head injuries. Concessionaire shall comply with the City's Gender Equality Policy, pursuant to RCW 49.60.505. M. NO WAIVER Waiver by City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision, N. NOT ASSIGNABLE The recreation concession services to be provided by Concessionaire shall not be assigned, transferred, subcontracted or otherwise disposed of without the express written consent of City. O. COMPLIANCE WITH LAWS Concessionaire in the performance of this Agreement shall comply with all applicable Federal, State, Public Health, and local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards and criteria as described in the Agreement to assure quality of services. Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below: NCESSIO NAIRE Marcia Isenberger Chief Operating OfI 'r YMCA of Greater ,I tfe Date: y���/ gg Page 7 of 7 tl Y OF f:f), (QS David O. Earling, Mayor Date: -ILO` � T A T/AU NTICATED: Passey, City C ;A4UDASTOF C' Office of the City Attorney i CERTIFICATE OF LIABILITY INSURANCE DA05/31/20117 Y) 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 Parker, Smith & Feek, Inc. 2233 112th Avenue NE Bellevue. WA 98004 INSURED YMCA of Greater Seattle 909 4th Avenue Seattle, WA 98104 425-709-3600 Fn r_ ,,,,,. 425-709-7460 INSURERS AFFORDING COVERAGE I NAIC # INSURERA: United States Fire Ins. Co. INSURER B : COVERAGES CERTIFICATE NUMBER: 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. LICYEXP INSR TYPE OF INSURANCE •ADDL SUaR POLICY NUMBER MMIfDDYr yYY MFF MIDDIYWY LIMITS LTR A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXI OCCUR _ X 5068889334 6/1/2017 6/1/2018 EACH OCCURRENCE $ 1.000,000 X a $ 1,000,000 MED EXP Any one person $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: F OUCY EXI LOC PRODUCTS - COMP/OP AGG $ 1,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIREDAUTOS AUTOON-S ED M D I UMI a BCCttl BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROP nil $ A UMBRELLA EXCESS LIAB X OCCUR CLAIMS -MADE X 5821076277 6/1/2017 6/1/2018 EACH OCCURRENCE $ 4,000,000 )( AGGREGATE $ 7,000,000 DED I X I RETENTION$ NIL $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA I OTH- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L, DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Agreement for Recreation User Concession at Yost Park - 2017 Yost Pool Season. The City of Edmonds is an Additional Insured on the General Liability and Excess policies per the attached endorsement/form. CERTIFICATE HOLDER CANCELLATION City of Edmonds 700 Main Street Edmonds, WA 98020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1 of 2 YMCAGREA (KKF01) POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s); Any -person -or -organization whom you -are -required -to -add -as an Additional] nsured-to-this-policy by written contract or agreement, unless such contract or agreement -is executed after the date of loss. I Information required to complete this Schedule, if not shown above. will be shown in the Declarations. _i A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by' your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 ® Insurance Services Office, Inc., 2012 Page 1 of 1