HomeMy WebLinkAboutR-2015-004 Renew Aquatic Management Services Agreement YMCA RESOLUTION NO. R-2015-004
A RESOLUTION AUTHORIZING AND APPROVING THE RENEWAL OF THE
AQUATIC MANAGEMENT SERVICES AGREEMENT WITH THE YMCA FOR YEAR
2015.
WHEREAS, the City and Young Men's Christian Association of Greater Kansas City
("YMCA") entered into an Aquatic Management Services Agreement ("Agreement") dated
March 11, 2011, for an initial term of three (3) years; and
WHEREAS, Article VII of the Agreement provides that the Agreement may be renewed
by the City for two additional one year terms (2014 and 2015) as set forth in the proposal
submitted by YMCA (i.e, 5% annual fee increase); and
WHEREAS, the City desires to exercise its right to renew the Agreement for year 2015.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
THAT the Board of Aldermen (`Board") hereby authorizes and approves the renewal of
the Aquatic Management Services Agreement with the YMCA for year 2015 in accordance with
Article VII of the Agreement.
FURTHER THAT the Mayor, the City Administrator, and other appropriate City
officials are hereby authorized to take any and all actions as may be deemed necessary or
convenient to carry out and comply with the intent of this Resolution and to execute and deliver
for and on behalf of the City all certificates, instruments, agreements and other documents, as
may be necessary or convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,
Missouri,the 3 ' day of, �R r. 2015.
t
Ma r Kathleen L. Rose
ATTEST:
Robin Littrell City Clerk
RESOLUTION NO. R-2015-004
Agreed and Accepted:
YO MEN'S CHRISTIAN ASSOCIATION OF
GRE TEP, KANSAS CI
By: `
Print e:
Title: CouEF �C-A*rmk OPrLc7Q
Date: 2p��-
Public • Dept.
Memo
To: The Mayor and Board of Aldermen
Frorm Tom Wooddell
CC:
Date: 01/30/2015
Re: YMCA Pool Management Services 2015
Per the 2011 — 2015 Aquatic Management Agreement, The YMCA will provide swimming pool
management and lifeguarding staff for the City swimming pool for the 2015 swim season under this
resolution.The cost of this service under the terms of the agreement is$67,460.00 for this season.This
is the final year of the agreement for these services.
1
AQUATIC MANAGEMENT SERVICES AGREEMENT
THIS AQUATIC MANAGEMENT SERVICES AGREEMENT (the "Agreement"), is
made and entered into as of the JSkday of 2 aAca. , 2011, by and between YOUNG
MEN'S CHRISTIAN ASSOCIATION OF GREATER KANSAS CITY ("YMCA"), a not-for-
profit corporation of the State of Missouri and the City of Riverside, Missouri ("CITY OF
RIVERSIDE"):
RECITALS
WHEREAS, CITY OF RIVERSIDE wishes to retain a qualified independent contractor
to oversee and manage the day-to-day seasonal operations of CITY OF RIVERSIDE's outdoor
swimming pool located at 4498 NW High Drive, Riverside, Missouri 64150 (the "City Pool");
and
WHEREAS, the primary purpose of the YMCA is to promote the spiritual, intellectual,
social and physical welfare of all persons. To further promote the YMCA's primary purpose in
the Kansas City Metropolitan Area, the YMCA, among other activities, manages swimming pool
operations, including season start-up and close-down of facilities and equipment, provision of
lifeguard services and coordination of instructional and competitive swimming programs; and
WHEREAS, the YMCA, in furtherance of its primary purpose, desires to assist CITY OF
RIVERSIDE in the management and operation of its City Pool facilities.
NOW, THEREFORE, in consideration of the mutual undertakings herein contained and
other good and valuable consideration the parties covenant and agree as follows:
ARTICLE I
SWIMMING POOL MANAGEMENT AND STAFFING
1.01 In General. During the Term set out below, the YMCA shall provide general
management, direction and operating policy coordination for the City Pool. Those
responsibilities shall include the following:
1.01.1 Pool Staffing; No Unauthorized Aliens. The YMCA will provide on-site
staff from the YMCA which shall include a Head Lifeguard, Lifeguard Staff and a City Pool
Manager. Such staff shall be assigned as hours of operation and activities require including all
admission activities with either the Head Lifeguard or the City Pool Manager being on duty at all
times. All Pool on-site YMCA staff shall be fully-certified lifeguards, with a current Lifeguard
Training qualification, who have received C.P.R. training and certification as required for other
YMCA pools in the Kansas City Metropolitan Area, The YMCA agrees to comply with, and
provide any necessary affidavits under, R.S.Mo. Section 285.530 to confirm that it will not
knowingly employ any person who is an unauthorized alien in connection with the services to be
provided hereunder.
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1.01.2 Pavroll/Administrative Functions. The YMCA will manage and be solely
responsible for all staffing and duties related to payroll preparation, payroll processing, staffing
issues and such other administrative duties reasonably stemming from proper and professional
staffing of the City Pool.
1.01.3 Admission to City Pool. The YMCA will provide qualified supervision
staff trained for access control, as agreed by CITY OF RIVERSIDE and YMCA, during all hours
of operation and for all activities located at the City Pool.
1.01.4 Rules and Regulations. The YMCA will use its reasonable best efforts to
enforce all reasonable rules and regulations for the City Pool as may be established by CITY OF
RIVERSIDE.
ARTICLE II
SWIMMING POOL MAINTENANCE
2.01 In General. During the Term set out below, the YMCA shall provide limited
maintenance services for the City Pool as follows:
2.01.1 Equipment and Supplies. The YMCA will assist CITY OF RIVERSIDE
from time to time with determining specifications for necessary equipment and supplies for the
City Pool's operation.
2.01.2 Maintenance and Cleaning. The YMCA will provide necessary
maintenance and cleaning of pools, decks, restrooms, locker rooms and showers, storage
facilities and other areas of the City Pool prior to season opening and daily thereafter such that
the pools and related facilities are maintained in a clean, uncluttered condition at all times. The
YMCA will be responsible for maintaining the condition of the City Pool in conformity with the
standards, rules and regulations set by the local health authority. The YMCA shall not be
responsible for the condition of the City Pool, equipment and related buildings and facilities
prior to signing of this Agreement. The YMCA will not be responsible for adverse conditions of
the City Pool or surrounding areas caused by the action of CITY OF RIVERSIDE.
2.01.3 Chemical Testing. The YMCA shall maintain accurate chemical tests and
usage records on a daily basis and maintain appropriate first aid kit(s) in compliance with local
health standards and American Red Cross guidelines.
2.01.4 Certain City Obligations. If the City Pool needs chemical adjustment or
its facilities need maintenance or repair, the YMCA will contact the Public Works Department of
CITY OF RIVERSIDE. Said Public Works Department, as soon as reasonably possible, will
provide the YMCA with the necessary chemicals to apply, or apply them, or will provide the
necessary maintenance services, as the case may be. CITY OF RIVERSIDE will supply the
YMCA with a cell phone for contacting its Public Works Department.
2.01.5 Damage to City Pool Facilities. Any damage to the City Pool and its
facilities by CITY OF RIVERSIDE residents or other authorized users of the City Pool, or any
damage caused by persons other than YMCA employees or agents, shall be the responsibility of
CITY OF RIVERSIDE. Any structural or wear and tear repairs or maintenance and
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replacements required for the City Pool and related equipment and to the building facilities
related to the City Pool shall be the responsibility of CITY OF RIVERSIDE unless caused by the
YMCA's, or its employees' or agents' negligence or willful misconduct.
ARTICLE IH
COMPENSATION
CITY OF RIVERSIDE shall compensate YMCA for oversight and management of the
City Pool hereunder for a fee of$55,500 for the 2011 swimming season, to be billed in four
equal monthly installments of$13,875 each at the beginning of each month from June through
September. CITY OF RIVERSIDE shall pay such invoices within ten (10) days of receipt.
Compensation for additional years shall increase at the rate of 5% per year as set forth in the
proposal dated February 15, 1011 and attached hereto as Exhibit "A".
ARTICLE IV
DAYS AND HOURS OF OPERATION OF CITY POOL
4.01 Regular Hours. The YMCA shall be responsible to open and operate the City Pool
for open swim to the public from the Saturday prior to Memorial Day through Labor Day, during
the following hours of operation:
Monday through Saturday: 12 p.m. to 8 p.m.
Sunday: 12 p.m. to 6 p.m.
4.02 Special Hours: Staffing Costs. City Pool availability at times other than regularly
scheduled hours of operation and arrangements for use, shall be agreed upon in advance between
the YMCA and CITY OF RIVERSIDE. CITY OF RIVERSIDE shall be responsible for
payment to the YMCA for the hourly fee for lifeguards and other staff. The rate is $15.00 per
hour per lifeguard including 1/2 hour for cleanup. CITY OF RIVERSIDE agrees to use its
reasonable best efforts to give the YMCA no less than three (3) weeks' notice of such events and
the YMCA agrees to bill the City separately for these events.
4.03 Pool Closures. The YMCA reserves the right to close the City Pool during
inclement weather at the reasonable discretion of the Head Lifeguard on duty. Conditions
warranting closure include lightning, thunder (even if no lightning has been seen), extreme wind,
rain, threatening clouds, tornado warnings and/or if the temperature drops below 65 degrees
(Health Department recommendation). The City Pool will reopen when the Head Lifeguard on
duty deems it safe for persons to return to the water.
ARTICLE V
INSURANCE AND INDEMNIFICATION: RELATIONSHIP
5.01 Insurance. The parties shall maintain insurance as follows:
5.01.1 YMCA. During the Term of this Agreement, the YMCA shall maintain
commercial liability insurance, including insurance covering the professional liability of its
manager and lifeguards, with companies rated "A" or better by Best Insurance Guide, to protect
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against any liability arising out of the performance of the YMCA's obligations under this
Agreement. Such insurance shall be in amounts at least equal to the limits of liability of
$1,000,000 each occurrence, $2,000,000 aggregate, and CITY OF RIVERSIDE shall be named
as an additional named insured on all such policies. The YMCA shall also maintain such
Worker's Compensation insurance as is required by Missouri law, covering its employees and
agents. At least five (5) days prior to the scheduled opening date of the City Pool, YMCA shall
deliver to CITY OF RIVERSIDE certificate(s) of insurance evidencing compliance with this
Section.
5.01.2 CITY OF RIVERSIDE. During the Term of this Agreement, CITY OF
RIVERSIDE shall maintain Commercial Liability insurance with companies rated "A" or better
by Best Insurance Guide, or by such other public entity risk management insurance pool,
company or agency authorized to insure governmental entities in the State of Missouri, to
protect against liability for existence hazards of the City Pool facilities and premises. The
YMCA shall be named as an additional insured on all such policies. At least five (5) days prior
to the opening date of the City Pool, CITY OF RIVERSIDE shall deliver to the YMCA
certificate(s) of insurance evidencing compliance with this Section.
5.02 Relationshin. Indemnity by YMCA. The parties agree that YMCA is an
independent contractor, with full authority and control within the constraints of this Agreement
to manage and operate the City Pool, and that neither the YMCA nor any employee or agent of
YMCA is an employee of CITY OF RIVERSIDE. The YMCA shall indemnify and hold
harmless CITY OF RIVERSIDE from any and all liability, and all liability and claims, including
reasonable attorneys' fees, arising out of or in any way connected with the negligent or willful
misconduct performance by YMCA, its employees or agents of YMCA's obligations under this
Agreement.
ARTICLE VI
OVERALL STANDARD OF CARE AND PERFORMANCE BY YMCA
Notwithstanding any other provisions of this Agreement, the YMCA in providing the
City Pool and related facilities management and operational services described in this
Agreement, shall not be required to do more, and shall not do less, than the YMCA generally
does at YMCA owned and operated pools and facilities in the Kansas City Metropolitan Area
which are similar to the City Pool.
ARTICLE VII
TERM
The YMCA Services under this Agreement shall be provided for a three (3) year period
from Memorial Day through Labor Day in the years 2011, 2012 and 2013 (the initial
"Term").and may be renewed by the City for two additional one year terms as set forth in the
proposal submitted by YMCA
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ARTICLE VIII
FURTHER ACTIONS: REASONABLENESS AND
AUTHORIZED REPRESENTATIVES
8.01 Actions: Reasonableness and Cooperation. Each party agrees to take such further
actions and to execute such additional documents or instruments as may be reasonably requested
by the other party to carry out the purpose and intent of this Agreement. Except where expressly
stated to be in a party's sole discretion, or where it is stated that a party has the ability to act in its
sole judgment or for its own uses or purposes, wherever it is provided or contemplated in this
Agreement that a party must give its consent or approval to actions or inactions by the other
party or a third party in connection with the transactions contemplated hereby, such consent or
approval will not be unreasonably withheld or delayed nor will any other determinations which
must be made by a party in the course of performing and administering this Agreement be
unreasonably made. The YMCA and CITY OF RIVERSIDE each also agree to cooperate with
and reasonably assist each other in good faith in carrying out the purpose and intent of this
Agreement. If no time period is set hereunder for a party to approve or consent to an action or
inaction by the other party or a third party, such approval shall be given or affirmatively withheld
in writing within ten (10) days after it is requested in writing or it shall be deemed given.
8.02 Authorized Representatives. Until such time as either party shall appoint an
alternative representative or representatives, the following named persons shall be deemed an
authorized representative for such party with respect to this Agreement and the operation and
management of the City Pool and related facilities and the other party shall be entitled to rely on
the actions and communications of said person(s) to be those of such party so long as the same
are within the scope of this Agreement:
CITY OF RIVERSIDE Meredith Hauck
YMCA: Mark Hulet and-Gene-Dooley-1DtW J JQ jeo�
ARTICLE IX
DEFAULT AND REMEDIES
9.01 Breach or Default. If either party fails to discharge any of its obligations under this
Agreement the party failing to perform shall be in breach or default hereof.
9.02 Notice and Cure Rights. Notwithstanding anything to the contrary herein, neither
party shall be considered to be in breach or default hereunder until the other party shall have
notified the party failing to perform in writing describing such breach or default and such party
shall have failed to reasonably cure the breach or default within ten (10) days after receipt of
such notice, or if more than ten (10) days shall be reasonably required for such cure because of
the nature of the breach or default, such party shall fail to proceed diligently to cure the same or
complete such cure within a reasonable time. The party failing to perforin shall, nevertheless,
remain liable to the other party for any damages or loss caused prior to the cure of a breach or
default, including, without limitation all reasonable fees and expenses (including attorneys' fees)
incurred by the other party in obtaining such party's cure of a breach or default.
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9.03 Remedies. In the event that a party fails to cure any breach or default within the
time prescribed in Subsection 9.02, the other party may, without further notice or demand,
pursue such rights and remedies as provided by law and equity generally with respect to the type
of breach or default in question.
9.04 Payments/Performance "Under Protest". If at any time a dispute shall arise as to
any amount or sum of money to be paid by one party to the other party, or into any fund, or
escrow, under the provisions hereof, the party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of said party to
institute permitted actions for the recovery of such protested sum, and if it shall be finally
determined that there was no legal obligation on the part of said party to pay such sum or any
part thereof, said party shall be entitled to recover such sum or so much thereof as it was not
legally required to pay under the provisions of this Agreement, together with interest thereon at
the then "legal" or "judgment" interest rate under Missouri law if paid to the other party. If at
any time a dispute shall arise between the parties hereto as to any work to be performed by either
of them under the provisions hereof, the party against whom the obligation to perform the work
is asserted may perform such work and pay the cost thereof"under protest" and the performance
of such work shall in no event be regarded as a voluntary performance and there shall survive the
right on the part of said party to institute permitted actions for the recovery of the cost of such
work, and if it shall be adjudged that there was no legal obligation on the part of said party to
perform the same or any part thereof, said party shall be entitled to recover the cost of such work
or the cost of so much thereof as said party was not legally required to perform under the
provisions of this Agreement, together with interest thereon at the then "legal" or "judgment"
interest rate under Missouri law.
ARTICLE X
NOTICES
All notices required or desired to be given hereunder shall be in writing, and all such
notices and other written documents required or desired to be given hereunder shall be hand
delivered, or sent by registered or certified mail, or by a recognized overnight delivery service,
such as FedEx, as follows:
If to CITY OF RIVERSIDE: CITY OF RIVERSIDE
2950 N.W. Vivion Road
Riverside, MO 64150
Attention: Meredith Hauck
If to YMCA: YMCA
3100 Broadway, Suite 1020
Kansas City, MO 64111
Attention: Mark Hulet
With a copy to Lathrop& Gage LLP
YMCA's Counsel: 2345 Grand Boulevard, Suite 2200
Kansas City, MO 64108
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Attention: Alfred R. Hupp, Esq. or
YMCA Responsible Attorney
Notices shall be deemed duly given upon hand delivery, or upon mailing, first class
postage or overnight delivery charge prepaid, addressed as above indicated. A party may change
its address for notices by written notice to the other party.
ARTICLE XI
MISCELLANEOUS
11.01 Entire Aereement, Modifications. All understandings and agreements heretofore
between the parties relating to the operation and management of the City Pool are merged in this
Agreement, which alone fully and completely expresses their agreement. This Agreement may
not be modified, changed or supplemented, nor may any obligations hereunder be waived, except
by written instrument signed by the party to be charged or by its agent duly authorized in writing
or as otherwise expressly permitted herein.
11.02 Force Majeure. If, by reason of force majeure, either party is unable in whole or in
part to carry out its obligations under this Agreement, such party shall not be deemed in default
during the continuance of such inability, provided reasonably prompt notice thereof is given to
the other party. The term "force majeure" as used herein shall mean, without limitation, the
following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies
or military authority; insurrections, riots, terrorist acts; landslides, earthquakes; fires; storms,
drought, floods or other severe weather conditions; explosions; breaks or accident to HVAC,
utility lines, machinery, or waste disposal systems; or any other cause or event not reasonably
within the control of such party and not resulting from its negligence or intentional wrongful acts
or omissions. Provided, however, that this Section shall not be applicable to payments of monies
due under this Agreement.
11.03 Waivers. No waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof or of any other
agreement or provision herein contained. No extension of time for performance of any
obligations or acts shall be deemed an extension of time for performance of any other obligations
or acts.
11.04 Binding Effect. This Agreement shall bind and inure to the benefit of the parties
and their successors and assigns.
11.05 Counterparts. This Agreement may be executed at different times and in two or
more counterparts and all counterparts so executed shall for all purposes constitute one
agreement, binding on all the parties hereto, notwithstanding that all parties shall not have
executed the same counterpart. In proving this Agreement, it shall not be necessary to produce
or account for more than one such counterpart executed by the party against whom enforcement
is sought.
11.06 Captions. The captions used in connection with the Articles, Sections and
Subsections of this Agreement are for convenience of reference only and shall not be deemed to
construe or limit the meaning or language of this Agreement.
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11.07 Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this
Agreement shall remain in full force and effect.
11.08 Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Missouri with respect to contracts to be wholly performed herein.
11.09 No Third Party Beneficiaries. The parties do not intend to confer any benefit
hereunder on any person, firm or other entity other than the parties hereto.
11.10 Interpretation. Unless otherwise specified herein, (a) the singular includes the
plural and the plural the singular; (b) words importing any gender include the other genders; (c)
references to persons or parties include successors and assigns.
IL I I When Effective. Notwithstanding any provision contained in this Agreement to
the contrary, this Agreement shall become effective only after the execution and delivery of this
Agreement by each of the parties hereto and no course of conduct, oral agreement or written
memoranda shall bind either party with respect to the subject matter hereof except this
Agreement.
11.12 Survival. In addition to any provisions expressly stated to survive termination of
this Agreement, all provisions which by their terms provide for or contemplate obligations or
duties of a party which are to extend beyond such termination (and the corresponding rights of
the other party to enforce or receive the benefit thereof) shall survive such termination.
11.13 Authority of Signatories. Any person executing this Agreement in a representative
capacity represents and wan-ants that such person has the authority to do so and, upon request,
will furnish proof of such authority in customary form.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year above written.
YOUNG MEN'S CHRISTIAN
ASSOCIATION OF GREATER
KANSAS CITY
Ko",'V,
By: ki
�v
Date:
CITY OF RIVERSIDE, MISSOURI
Y�
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