City of Rolling Hills Estates - FY2015-005 COPY
City of Rolling Hills Estates
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City of Rancho Palos Verdes
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SWIM PROGRAM SERVICES AGREEMENT
With
San Pedro & Peninsula YMCA
Effective Date:June 1, 2015
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SWIM PROGRAM SERVICES AGREEMENT
TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. 1
Section 2. Scope and Performance of Services 1
Section 3. Additional Services and Changes in Services. 2
Section 4. Familiarity with Services and Pool Site. 2
Section 5. Compensation. 3
Section 6. Required Documentation. 3
Section 7. Time of Performance; Excusable Delays; Extensions. 3
Section 8. Cities and School District Responsibilities. 3
Section 9. Contractor's Business Records. 3
Section 10. Status of Contractor. 4
Section 11. Compliance with Applicable Laws. 4
Section 12. Unauthorized Aliens. 5
Section 13. Indemnification. 5
Section 14. Insurance. 6
Section 15. Assignment. 6
Section 16. Termination of Agreement. 6
Section 17. Notices. 7
Section 18. General Provisions. 7
EXHIBIT A—SCOPE OF SERVICES A-1
EXHIBIT B—INSURANCE B-1
EXHIBIT C—FORM OF RELEASE AND WAIVER C
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SWIM PROGRAM SERVICES AGREEMENT
SWIM PROGRAM SERVICES AGREEMENT
This SWIM PROGRAM SERVICES AGREEMENT ("Agreement") is effective as of June 1, 2015
("Effective Date"), and is between the City of Rolling Hills Estates, a California municipal corporation
("RHE"), the City of Rancho Palos Verdes, a California municipal corporation ("RPV") and the San Pedro
& Peninsula YMCA, YMCA of Metropolitan Los Angeles, a California non-profit organization
("Contractor"). RHE and RPV are sometimes referred to collectively as "Cities" and individual as a
"City."
Section 1. Term of Agreement.
Subject to the provisions of Section 20 ("Termination of Agreement"), the term of this Agreement
will be for a period commencing on the Effective Date and will terminate on August 30, 2018.
Section 2. Scope and Performance of Services.
2.1 Contractor agrees to provide the planning, organization, instruction, and implementation of
the summer swim programs and related activities (collectively, "Services") at the at Palos
Verdes Peninsula High School pool facilities ("Pool Facilities") located at 27118 Silver Spur
Road in the City of Rolling Hills Estates, which is owned and maintained by the Palos Verdes
Peninsula Unified School District ("School District"). The Services are more specifically set
forth in Exhibit A("Scope of Services"), which is made a part of this Agreement.
2.2 Contractor will furnish all of the labor, personnel, equipment, supplies, and all other means
whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform
the Services required of Contractor under this Agreement.
2.3 Contractor may employ, at Contractor's sole expense, employees, agents, and
subcontractors to perform some of the Services required under this Agreement; provided that
such Services are performed under the direction and control of Contractor. Any such
personnel retained by Contractor will be the sole responsibility of Contractor and will not be
deemed to be employees or representatives of the Cities.
2.4 Contractor's designated representative(s), if any, who are authorized to act on its behalf and
to make all decisions in connection with the performance of Services under this Agreement
are listed in Exhibit A(Scope of Services).
2.5 Contractor represents that it and all of its employees, agents, and subcontractors will have
the qualifications, experience, and training necessary to properly perform the Services
required under this Agreement in a thorough, competent and professional manner.
Contractor and its employees, agents, and subcontractors will at all times faithfully,
competently and to the best of their ability, experience and talent, perform all Services
described in this Agreement.
2.6 Contractor's employees, agents, and subcontractors who instruct or supervise minors in any
program or activity provided under this Agreement must complete a California Department of
Justice background check at their cost prior to the performance of any Services involving the
direct instruction or supervision of minors. Contractor further agrees that neither Contractor
nor any employees, agents or subcontractors who will perform Services under this
Agreement have been convicted of an offense specified under California Public Resources
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SWIM PROGRAM SERVICES AGREEMENT
Code section 5164(a)(2). Contractor further agrees that it will require each prospective
employee, agent or subcontractor who will instruct or supervise minors in any program or
activity provided under this Agreement to complete an application that inquires as to whether
or not the individual has been convicted of a felony, and if the applicant responds in the
affirmative, then a follow up inquiry will be made to establish whether such conviction was for
an offense specified under California Public Resources Code section 5164(a)(2).
2.7 Cities' designated representatives may inspect and review the Services provided at the Pool
Facilities under this Agreement to ensure that they meet the Cities' standards even though
Contractor has ultimate control over the manner and means by which the Services are
performed.
2.8 Contractor must provide Services in a safe manner, free of hazards to persons and property
resulting from its operations.
2.9 Contractor agrees to obtain a Release and Waiver of Liability and Indemnity Agreement from
each participant prior to such person's participation in any program offered under this
Agreement in substantially the form attached as Exhibit C to this Agreement. All such
releases must be maintained for a period of three years following the expiration or termination
of this Agreement.
Section 3. Additional Services and Changes in Services.
3.1 Contractor may not provide any Services in connection with this Agreement that are in
addition to or outside of those set forth in the Scope of Services, unless such additional
Services are authorized in advance and in writing by the Cities.
3.2 Any changes to the Scope of Services, including any alterations to the dates and times of
performance of the Services, must be authorized in writing by the Cities or their designated
representatives.
Section 4. Familiarity with Services and Pool Site.
4.1 By executing this Agreement, Contractor represents that Contractor:
(a) has thoroughly investigated and considered the Services to be performed and the
Pool Facilities;
(b) has carefully considered how the Services should be performed;
(c) understands the Pool Facilities, and the difficulties and restrictions attending
performance of the Services at the Pool Facilities under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the
Services contemplated by this Agreement, and will maintain all required licenses
during the performance of this Agreement.
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Section 5. Compensation.
5.1 Contractor is entitled to retain all registration fees collected by Contractor for the summer
swim programs offered under this Agreement and such fees will constitute Contractor's sole
compensation for the Services provided.
Section 6. Required Documentation.
Contractor may not perform any Services under this Agreement until Contractor furnishes proof of
insurance as required under Exhibit B. Contractor must also obtain and maintain a RHE business tax
certificate, and provide proof of compliance during the term of this Agreement.
Section 7. Time of Performance; Excusable Delays; Extensions.
7.1 Contractor must adhere to all schedules and deadlines set forth in this Agreement.
7.2 Contractor will not be liable for damages, including liquidated damages, if any, caused by
delay in performance or failure to perform due to causes beyond the control of Contractor.
Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal,
state or local governments, acts of the Cities or the School District, court orders, fires, floods,
epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Contractor is unable to provide Services due to any cause beyond Contractor's control,
Cities may grant a time extension for the completion of Services. If delay occurs, Contractor
must notify Cities within 48 hours, in writing, of the cause and the extent of the delay and how
such delay interferes with Contractor's performance of Services.
Section 8. Cities and School District Responsibilities.
8.1 The parties acknowledge and agree that the School District is generally responsible for
maintaining the Pool Facilities in a usable condition. Contractor's maintenance responsibility
at the Pool is generally limited to keeping the area used to provide Services in a neat and
clean condition as a result of the activities related to the Services provided. However,
Contractor does have a duty to promptly inform the School District and Cities regarding any
significant maintenance or other operational problems at the Pool Facilities that it becomes
aware of(e.g., improper Chlorine levels, broken equipment,cracked concrete, etc.)
8.2 Cities agree to promote Contractor and the Services provided by Contractor through a variety
of methods and media including their resident newsletters, websites, and press releases at
no cost to Contractor. Contractor may supplement the Cities' promotional efforts at
Contractor's cost.
Section 9.Contractor's Business Records.
9.1 Contractor must maintain all documents and records demonstrating or relating to Contractor's
performance of Services and compliance with this Agreement. All such documents or records
must be maintained for at least three years following the termination or expiration of this
Agreement.
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9.2 Any and all records or documents required to be maintained by this section must be made
available for inspection, audit and copying, at any time during regular business hours, upon
written request by Cities or their designated representatives.
Section 10. Status of Contractor.
10.1 Contractor and each of its employees, agents, and subcontractors is and will at all times
remain a wholly independent contractor and not an officer or employee of Cities. Contractor
has no authority to bind Cities in any manner, or to incur any obligation, debt or liability of any
kind on behalf of or against Cities, whether by contract or otherwise, unless such authority is
expressly conferred under this Agreement or is otherwise expressly conferred in writing by
Cities.
10.2 The personnel performing the Services under this Agreement on behalf of Contractor will at
all times be under Contractor's exclusive direction and control. Neither Cities, nor any
elected or appointed boards, officers, officials, employees or agents of Cities, will have
control over the conduct of Contractor or any of Contractor's employees, agents, or
subcontractors except as provided in this Agreement. Contractor agrees that it will not at any
time or in any manner represent that Contractor or any of Contractor's employees, agents, or
subcontractors are in any manner officials, officers, or employees of Cities.
10.3 Neither Contractor, nor any of Contractor's employees, agents, or subcontractors will obtain
any rights to retirement, health care or any other benefits which may otherwise accrue to
Cities' employees. Contractor expressly waives any claim to any such rights or benefits on
behalf of itself and its employees, agents, and subcontractors.
Section 11. Compliance with Applicable Laws.
11.1 General. Contractor must use the standard of care in its profession to keep itself informed of
and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and
rules in effect during the term of this Agreement that apply to the Services performed by
Contractor.
11.2 Employment Laws. Contractor agrees to comply with all applicable federal and state
employment laws including those that relate to minimum hours and wages, occupational
health and safety, and workers compensation insurance. Contractor further represents that it
is an equal opportunity employer and in performing Services under this Agreement agrees to
comply with all applicable federal and state laws governing equal opportunity employment,
and further agrees that it will not discriminate in the employment of persons to perform
Services under this Agreement on the basis of the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information, marital
status, sex, gender, gender identity, gender expression, age, or sexual orientation of any
such person, except as may be permitted by California Government Code section 12940.
Contractor further agrees that Contractor, and any employees, agents, or subcontractors
providing Services under this Agreement will comply with the requirements and prohibitions
contained in California Government Code section 12950 and following, the California Unruh
Act, and the California Disabled Persons Act regarding harassment or discrimination on the
basis of a protected category.
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Section 12. Unauthorized Aliens.
Contractor agrees to comply with all of the applicable provisions of the Federal Immigration and
Nationality Act (8 U.S.C. § 1101 et seq.), as it may be amended, and further agrees not to employ
unauthorized aliens as defined under the Act. Should Contractor employ any unauthorized aliens for
the performance of any work or Services covered by this Agreement, and should any liability or
sanctions be imposed against Cities for the use of unauthorized aliens, Contractor agrees to
reimburse Cities for the amount of all such liabilities or sanctions imposed, together with any and all
related costs, including attorneys'fees, incurred by Cities.
Section 13. Indemnification.
13.1 The parties agree that Cities should be defended, indemnified, and held harmless from
Claims (defined below) related to the performance by Contractor of Services under this
Agreement. Contractor acknowledges that Cities would not enter into this Agreement in the
absence of Contractor's commitment to defend, indemnify, and hold harmless Cities as set
forth in this section.
13.2 For the purposes of this section, "Cities" includes each City's officers, officials, employees,
and agents, and "Contractor" includes Contractor's employees, agents, and subcontractors
and any other persons for whom Contractor is legally responsible.
13.3 Contractor agrees to defend, indemnify, and hold harmless Cities from and against any and
all claims, liabilities, damages, losses, and costs, including but not limited to reasonable
attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the
negligence, recklessness, or willful misconduct of Contractor arising out or claimed to have
been caused by any act or omission of Contractor in connection with the performance of
Services under this Agreement or any breach of the provisions of this Agreement, and
excepting only those claims, damages, liabilities, losses, and costs caused by Cities' sole
negligence or willful misconduct(collectively, "Claims").
13.4 Contractor must notify Cities within five days of receipt of notice of any Claims made or legal
action initiated that arises out of or pertains to Contractor's performance of Services under
this Agreement.
13.5 Contractor agrees that settlement of any Claim against Cities requires the consent of Cities.
Cities agree that their consent will not be unreasonably withheld provided that Contractor is
financially able (based on demonstrated assets including insurance) to fulfill its obligation to
indemnify Cities for the costs of any such settlement as required under this Agreement.
13.6 Contractor agrees to obtain executed indemnity agreements with provisions identical to those
set forth in this section from each subcontractor or any other person or entity involved by, for,
with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to
obtain such indemnity obligations from others as required, Contractor will be fully responsible
for all obligations under this section. Cities' failure to monitor compliance with this
requirement imposes no additional obligations on Cities and will in no way act as a waiver of
any rights under this Agreement. The parties acknowledge that Contractor does not control
and is not responsible for the maintenance or condition of the pool, pool deck, locker rooms
and surrounding facilities, or the overall safety of the Pool Facilities. Accordingly, Contractor's
obligation to defend or indemnify Cities for Claims that arise or are alleged to arise from the
conditions of the Pool Facilities is limited to Claims arising from its negligence in allowing
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SWIM PROGRAM SERVICES AGREEMENT
program participants to use such Pool Facilities where Contractor, including its officers,
employees, agents or subcontractors, was aware that there was a dangerous condition
related to any such Pool Facilities. As used in this subsection, "dangerous condition" means
a condition of property that creates a substantial (as distinguished from a minor, trivial or
insignificant) risk of injury when such property is used with due care in a manner in which it is
reasonably foreseeable that it will be used.
13.7 RHE and RPV each agree to defend, indemnify, and hold harmless the other from and
against any and all claims, liabilities, damages, losses, and costs, including but not limited to
reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in
part, by the negligence, recklessness, or willful misconduct of such City arising out or claimed
to have been caused by any act or omission of such City in connection with this Agreement
or any breach of the provisions of this Agreement, and excepting only those claims,
damages, liabilities, losses, and costs caused by the other City's sole negligence or willful
misconduct.
13.8 The provisions of this section will survive the expiration or earlier termination of this
Agreement.
Section 14. Insurance.
Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the
insurance coverages listed in Exhibit B ("Insurance"), which is made a part of this Agreement. All
insurance policies are subject to approval by Cities as to form and content. These requirements are
subject to amendment or waiver if so approved in writing by the City Manager or City Attorney of each
City.
Section 15. Assignment.
Contractor may not assign or transfer this Agreement or any portion of this Agreement or the
performance of any of Contractor's duties or obligations under this Agreement without the prior
written consent of Cities, which may be withheld in the Cities' sole discretion. Any attempted
assignment will be void, and will constitute a material breach of this Agreement.
Section 16. Termination of Agreement.
16.1 Either party may terminate this Agreement, with or without cause, at any time upon 30 days'
written notice of termination to the other party.
16.2 Cities may terminate this Agreement immediately by written notice of termination to
Contractor upon the occurrence of any of the following:
(a) Contractor breaches a material provision of this Agreement; or
(b) Contractor fails to maintain in effect at any time any of the insurance required under
Exhibit B of this Agreement.
16.3 Upon termination of this Agreement by either Contractor or Cities, all property belonging to
Cities that is in Contractor's possession must be returned to Cities. Contractor must promptly
deliver to Cities a final invoice for all outstanding Services performed by Contractor as of the r r
date of termination.
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SWIM PROGRAM SERVICES AGREEMENT
16.4 Contractor acknowledges Cities' rights to terminate this Agreement as provided in this
section, and hereby waives any and all claims for damages that might otherwise arise from
Cities termination of this Agreement.
Section 17. Notices.
17.1 All written notices required or permitted to be given under this Agreement will be deemed
made when received by the other party at its respective address as follows:
To RHE: City of Rolling Hills Estates
4045 Palos Verdes Drive North
City of Rolling Hills Estates, CA 90274
Attention: Andy Clark, Community Services Director
(Tel.) (310)377-1577
(Fax) (310) 377-4468
(E-Mail) AndyC@ci.rolling-hills-estates.ca.us
To RPV: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Daniel Trautner, Recreation Services Manager
(Tel.) 310-544-5264
(Fax) 310-377-0360
(E-mail) Daniell@rpvca.gov
To Contractor: San Pedro & Peninsula YMCA
301 S. Bandini Street
San Pedro, CA 90731
Attn: Laura Munoz Humphreys, Executive Director
(Tel) 310-832-4211
(Fax) 310-548-8607
(E-mail) LauraHumphreys@ymcala.org
17.2 Notice will be deemed effective on the date personally delivered or electronically transmitted
by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of
the same in the custody of the United States Postal Service, postage prepaid, for first class
delivery, or upon delivery if using a major courier service with tracking capabilities.
17.3 Any party may change its notice information by giving notice to the other party in compliance
with this section.
Section 18. General Provisions.
18.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary
action has been taken by such party to authorize the undersigned to execute this Agreement
and to bind it to the performance of its obligations under this Agreement. This Agreement
may be executed in several counterparts, each of which will constitute one and the same
instrument and will become binding upon the parties when at least one copy has been signed
by both parties. --
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SWIM PROGRAM SERVICES AGREEMENT
18.2 Entire Agreement. This Agreement, including the attached Exhibits A through C, is the
entire, complete, final and exclusive expression of the parties with respect to the matters
addressed in this Agreement and supersedes all other agreements or understandings,
whether oral or written, between Contractor and Cities prior to the execution of this
Agreement.
18.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators,
successors and assigns of the parties.
18.4 Modification of Agreement. No amendment to or modification of this Agreement will be
valid unless made in writing and approved by Contractor and by the City Council or City
Manager of each City, as applicable. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver will be void.
18.5 Facsimile Signatures. This Agreement and any amendments to this Agreement will be
considered executed when the signature page of a party is delivered by electronic
transmission. Such electronic signatures will have the same effect as an original signature.
18.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement will not constitute a waiver of any
other provision, or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by Cities of any Services by Contractor will not constitute a waiver
of any of the provisions of this Agreement.
18.7 Interpretation. This Agreement will be interpreted, construed and governed according to the
laws of the State of California. Each party has had the opportunity to review this Agreement
with legal counsel. The Agreement will be construed simply, as a whole, and in accordance
with its fair meaning. It will not be interpreted strictly for or against either party.
18.8 Severability. If any term, condition or covenant of this Agreement is declared or determined
by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement will not be affected and the Agreement will be read and
construed without the invalid, void or unenforceable provision.
18.9 Venue. In the event of litigation between the parties, venue in will be exclusively in a state
court in the County of Los Angeles.
[Signatures on the following page.]
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SWIM PROGRAM SERVICES AGREEMENT
COPY
THE UNDERSIGNED AUTHORIzED REPRESEN i A i WES OF tMe parties hereby execute this
Agreement as follows:
Cl UF RUEEI19G HILLS ESTATES
j9fi�i
n C. Addleman, Mayor
ATTEST:
Douglas R. richard, City Clerk
CITY OF RANCHO PALOS VERDES
'� ager
x.,�gnt, ayvL
AiiESi/
l
r
Carla Morrealr, City Clerk
CONTRACTOR:
SAN PEDRO & PENINSULA YMCA
6y
' ectvr
4835-/435-/Z8-4 rZ
10
PPROVED ASORM:
Donald M. Davis, City Attorney
APPROVED AS TO FORM:
Carol Lynch, City AffW6y
SWIM PROGRAM SERVICES AGREEMENT
EXHIBIT A
SCOPE OF SERVICES
On behalf of the Cities of Rolling Hills Estates and Rancho Palos Verdes, the San Pedro &
Peninsula YMCA will provide the following summer swim programs at the Peninsula High
School Pool by its employees and/or subcontractors subject to sufficient community interest and
enrollment in such programs:
• Swim lessons for all ages and skill levels
• Recreational swimming sessions
• Lap swimming sessions
• Aquatic fitness classes
As par `;of its services, the YMCA will be responsible for all of the registration, billing, and
management of summer swim programs.
The Cities of RHE and RPV agree to provide marketing support and referrals at no cost to
Contractor.
4835-7435-7284 v2 A
SWIM PROGRAM SERVICES AGREEMENT
EXHIBIT B
INSURANCE
A. General Requirements. Before commencing the performance of Services under this
Agreement, and at all other times this Agreement is effective, Contractor must procure and
maintain the following types of insurance with coverage limits complying, at a minimum, with the
limits set forth below:
Type of Insurance Limits (combined single)
Commercial General Liability: $1,000,000
Business Automobile Liability $500,000
Workers Compensation Statutory Requirement.
B. Commercial General Liability Insurance. Commercial general liability insurance must have
coverage at least as broad as Insurance Services Office (ISO) CGL Form No. CG 00 01. The
amount of insurance set forth above must be a combined single limit per occurrence for bodily
injury, personal injury, and property damage, including without limitation, blanket contractual
liability for the policy coverage. The insurance must be on an "occurrence" not a "claims made
basis.
C. Business Automobile Insurance. Automobile insurance must have coverage at least as broad
as ISO Business Auto Coverage Form CA 00 01, covering bodily injury and property damage,
including coverage for any owned, hired, non-owned or rented vehicles.
D. Workers Compensation. Contractor must have a State of California approved policy form
providing the statutory benefits required by law with employer's liability limits of no less than
$1,000,000 per accident for all covered losses, or Contractor must provide evidence of an
approved self-insurance program. Contractor certifies that it is aware of the provisions of the
California Labor Code, which require every employee to be insured against liability for worker's
compensation or to undertake self-insurance in accordance with the Labor Code. Contractor
certifies that it will comply with such provisions before commencing performance of Services
under this Agreement and thereafter maintain such coverage as required by the Labor Code.
E. Additional Insureds. Each Commercial General Liability Insurance policy and Business Auto
Insurance policy must provide that the City of Rolling Hills Estates and the City of Rancho Palos
Verdes, and their respective officials, officers, employees, and agents are "additional insureds"
under the terms of the policy, and must provide that an act or omission of one the insureds will
not reduce or avoid coverage to the other insureds.
F. Primary Insurance. Each of the commercial general liability and business auto insurance
policies maintained by Contractor under this Agreement must state that such insurance will be
deemed "primary" so that any insurance that may be carried by City will be deemed excess to
that of Contractor. This endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88,
or current equivalent form acceptable to Cities.
G. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies.
Prior to commencing any Services under this Agreement, Contractor must file with the Cities
certificates of insurance and endorsements evidencing the existence of all insurance required by
this Agreement, along with such other evidence of insurance or copies of policies as may
reasonably be required by City. These certificates of insurance and endorsements must be in a
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SWIM PROGRAM SERVICES AGREEMENT
form approved by the City Attorney of each City. Contractor must maintain current certificates and
endorsements on file with Cities during the term of this Agreement reflecting the existence of all
required insurance. Each of the certificates must expressly provide that no termination or
cancellation of the required coverage will be effective except upon 30 days' prior written notice to
Cities. The delivery to Cities of any certificates of insurance or endorsements that do not comply
with the requirements of this Agreement will not waive the Cities' right to require compliance. In
the event that Contractor's policies are materially changed, Contractor must provide the Cities
with at least 30 days' prior written notice of the applicable changes.
H. Insurance Rating. All insurance required to be maintained by Contractor under this Agreement
must be issued by companies licensed by or admitted to conduct insurance business in the State
of California by the California Department of Insurance and must have a rating of A or better and
Class VII or better by the latest edition of A.M. Best's Key Rating Guide.
Aggregate Limits. The aggregate limits for each insurance policy required under this Agreement
must apply separately and solely to the Services performed under this Agreement. If the required
policies do not have an endorsement providing that the aggregate limit applies separately to the
Services being performed, or if defense costs are included in the aggregate limit, then the
required aggregate limits must be increased to an amount satisfactory to Cities.
J. Waiver of Subrogation Rights. Contractor and each insurer providing any insurance required
by this Agreement must waive all rights of subrogation against Cities, and their respective
officials, officers, employees, and agents, and each insurer must issue a certificate to the Cities
evidencing this waiver of subrogation rights.
K. Subcontractor Insurance. Should the Contractor subcontract out any of the work or Services
required under this Agreement, it must include all subcontractors as insured's under its policies or
maintain separate certificates and endorsements for each subcontractor. As an alternative, the
Contractor may require all subcontractors to provide at their own expense evidence of all the
required coverages listed in this Exhibit B. If this option is exercised, both Cities and Contractor
must be named as additional insured under the subcontractor's general liability policy. All
coverages for subcontractors will be subject to all the requirements of this Exhibit B. Cities
reserve the right to perform an insurance audit during the term of this Agreement to verify
compliance with requirements.
L. Effect of Coverage. The existence of the required insurance coverage under this Agreement will
not be deemed to satisfy or limit Contractor's indemnity obligations under this Agreement.
Contractor acknowledges that the insurance coverage and policy limits set forth in this Agreement
constitute the minimum coverage and policy limits required. Any insurance proceeds available to
Cities in excess of the limits and coverage required by this Agreement, and which is applicable to
a given loss, must be made available to Cities to compensate it for such losses.
M. Higher Limits of Insurance. If Contractor maintains higher limits of insurance than the
minimums shown above, Cities will be entitled to coverage for the higher limits maintained by
Contractor.
N. Evaluation and Revision of Coverage. Cities retains the right to modify, delete, alter or change
the insurance requirements set forth in this Exhibit B upon not less than 60 days prior written
notice. If any such change results in a substantial additional cost to Contractor, the Cities and
Contractor may renegotiate-Contractor's compens#fon under this Agreement.
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0. Insurance for Contractor's Personal Property. Contractor is solely responsible for insuring all
furnishings, fixtures, equipment, merchandise and supplies that Contractor utilizes in the
performance of Services under this Agreement against all loss or damage.
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SWIM PROGRAM SERVICES AGREEMENT
EXHIBIT C
Form of Release and Waiver of Liability
[Attached]
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SWIM PROGRAM SERVICES AGREEMENT
•
the
.�, YMCA OF
METROPOLITAN LOS ANGELES
,� RELEASE AND WAIVER OF LIABILITY AND INDEMNITY AGREEMENT
IN CONSIDERATION for being permitted to utilize the facilities,services,and programs of the YMCA(or for my children to so
participate)for any purpose,including,but not limited to observation or use of facilities or equipment,or participation in any off-site
program affiliated with the YMCA,the undersigned,for himself or herself and such participating children and any personal
representatives,heirs,and next of kin(hereinafter referred to as"the undersigned")hereby acknowledges,agrees and represents
that he or she has,or immediately upon entering or participating will,inspect and carefully consider such premises and facilities
and/or the affiliated program. It is further warranted that such entry into the YMCA for observation or use of any facilities or
equipment or participation in such affiliated program constitutes an acknowledgement that such premises and all facilities and
equipment thereon and such affiliated program have been inspected and carefully considered and that the undersigned finds and
accepts same as being safe and reasonably suited for the purpose of such observation,use or participation by the undersigned and
such children.
IN FURTHER CONSIDERATION OF BEING PERMITTED TO ENTER THE YMCA FOR ANY PURPOSE INCLUDING,BUT NOT LIMITED TO
OBSERVATION OR USE OF FACILITIES OR EQUIPMENT,OR PARTICIPATION IN ANY ON-SITE OR OFF-SITE PROGRAM AFFILIATED WITH
THE YMCA,THE UNDERSIGNED HEREBY AGREES TO THE FOLLOWING:
1.THE UNDERSIGNED,ON HIS OR HER BEHALF AND BEHALF OF SUCH CHILDREN, HEREBY RELEASES,WAIVES, DISCHARGES AND
COVENANTS NOT TO SUE the YMCA,the CITY of ROLLING HILLS ESTATES,the CITY of RANCHO PALOS VERDES,and their respective
directors,officers,employees,volunteers and agents(hereinafter referred to as"releasees")from all liability to the undersigned or
such children and all personal representatives,assigns,heirs,and next of kin of the undersigned for any loss or damage,and any
claim or demands on account of injury to the person or property or resulting in death of the undersigned or such children whether
caused by the negligence,active or passive,of the releasees or otherwise while the undersigned or such children is in, upon,or
about the premises or any facilities or equipment therein or participating in any program affiliated with the YMCA.
2.THE UNDERSIGNED HEREBY AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS the releasees,and each of them,from any
loss,liability,damages or costs they may incur,whether caused by the negligence,active or passive,of the releasees or otherwise
while the undersigned or such children is in,upon,or about the premises or any facilities or equipment therein or participating in
any program affiliated with the YMCA.
3.THE UNDERSIGNED HEREBY ASSUMES FULL RESPONSIBILITY FOR,AND RISK OF BODILY INJURY,DEATH OR PROPERTY DAMAGE to
the undersigned or such children due to negligence,active or passive,of releasees or otherwise while in,about or upon the premises
of the YMCA and/or while using the premises or any facilities or equipment thereon or participating in any program affiliated with
the YMCA.
THE UNDERSIGNED further expressly agrees that the foregoing RELEASE AND WAIVER OF LIABILITY AND INDEMNITY AGREEMENT is
intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held
invalid,it is agreed that the balance shall,notwithstanding,continue in full legal force and effect.
THE UNDERSIGNED HAS READ AND VOLUNTARILY SIGNS THE RELEASE AND WAIVER OF LIABILITY AND INDEMNITY AGREEMENT,and
further agrees that no oral representations,statements or inducement apart from the foregoing written agreement have been
made.
Printed Name of Participant(and printed name of Parent/Legal Guardian if Participant is under 18):
•
Signature of Participant(Must be at least 18 years old)or Parent/Legal Guardian if under 18:
Date Signed:
M ORANDUM OF UNDERSTANDING
BETWEEN THE CITIES OF
ROLLING HILLS ESTATES AND RANCHO PALOS VERDES
REGARDING THE USE OF PALOS VERDES PENINSULA SCHOOL DISTRICT
POOL FACILITIES FOR SUMMER SWIM PROGRAMS
THIS MEMORANDUM OF UNDERSTANDING (MOU), is effective as of
, 2015 (Effective Date) and is between the CITY OF ROLLING HILLS
ESTATES, a California municipal corporation (RHE), and the CITY OF RANCHO
PALOS VERDES a California municipal corporation (RPV). RHE and RPV are referred
to in this MOU as "Parties" or, each individually as a "Party" for the following program:
Summer Swim Program at Palos Verdes Peninsula High School Pool (PVPHS Pool or
Pool Facilities).
RECITALS
A. RHE entered into a five-year MOU with the Palos Verdes Peninsula
Unified School District (School District) on December 13, 2012 for use of the PVPHS
Pool located at 27118 Silver Spur Road, RHE
B. RPV entered into a five-year MOU with School District on November 6,
2013 for use of the PVPHS Pool.
C. Under these MOUs, RHE and RPV have access to the Pool Facilities in
order to offer city-sponsored "Summer Swim Programs."
D. School District has under the MOU with each Party allocated available
summer time periods equally to RHE and RPV to conduct recreational Summer Swim
Programs.
E. The Parties desire to enter into this MOU to better coordinate their shared
use of the Pool Facilities for Summer Swim Programs.
AGREEMENT
The Parties agree as follows:
Section 1. The Parties agree to coordinate the use of the Pool Facilities for Summer
Swim Programs in order to best serve the needs of their respective communities.
Section 2. The Parties agree to combine their respective time periods allocated by
School District to jointly allow the YMCA to conduct recreational Summer Swim
Programs for their respective communities as well as other residents of the Peninsula.
Section 3. The Parties further agree to prepare and enter into a joint contract in a
form and content mutually acceptable to the Parties regarding the services of the San
Pedro-Peninsula YMCA to manage and service the Summer Swim Programs on behalf
of the Parties.
Section 4. This MOU will remain in effect for three (3) years from the Effective Date,
unless mutually extended in writing by both Parties.
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THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF THE PARTIES
HEREBY executed this MOU to be effective as of the date set forth above.
CITY O ROLLING H LLiTATES
BY:
ohn C. Addleman, Mayor
CITY OF RA CHO �,�S VERDES
BY: Aff Ad//
rim Or. ayor
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