HomeMy WebLinkAboutYMCA of San Diego County - Aquatic Program / Day Camp Las Palmas - 2013AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
YMCA of San Diego County, a California Non-profit public
benefit corporation (YMCA)
THIS AGREEMENT is entered into this 10th day of June, 2013, by and between the
CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and YMCA of San Diego
County, a California nonprofit public benefit corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide Aquatic Program
Management and Day Camp programs.
WHEREAS, the CITY has determined that the CONSULTANT is a nonprofit public
benefit corporation and is qualified by experience and ability to perform the services desired by
the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the
CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. Develop and manage all programs and schedules for
Las Palmas Municipal Pool and provide Day Camp programs during school breaks at Las
Palmas Park -.The CONSULTANT will perform services as set forth in the attached Exhibit "A".
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CITY for such services, except as authorized in
advance by the CITY.
The CITY may unilaterally, or upon request from the CONSULTANT, from time
to time reduce or increase the Scope of Services to be performed by the CONSULTANT under
this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith
and confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services, cost in total services not to exceed
S50,000.
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3. PROJECT COORDINATION AND SUPERVISION. Brad Raulston hereby is
designated as the Project Coordinator for the CITY and will monitor the progress and execution
of this Agreement. The CONSULTANT shall assign a single Project Director to provide
supervision and have overall responsibility for the progress and execution of this Agreement for
the CONSULTANT. Tina Williams thereby is designated as the Project Director for the
CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and also materials, if any. The
total cost for all work described in Exhibit "C" shall not exceed the schedule given in Exhibit
"C" (the Base amount) without prior written authorization from the City Manager. Monthly
invoices will be processed for payment and remitted within thirty (30) days from receipt of
invoice, provided that work is accomplished consistent with Exhibit "C" as determined by the
CITY.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The City shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement, and the amount of compensation due.
In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONSULTANT in this
Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10)
business days, the CONSULTANT and the City shall each prepare a report which supports their
position and file the same with the other party. The City shall, with reasonable diligence,
determine the quality or acceptability of the work, the manner of performance and/or the
compensation payable to the CONSULTANT.
6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on June 10, 2013. The duration of this Agreement is for the period of June
10, 2013 through October 31, 2013. Completion dates or time durations for specific portions of
the Project are set forth in Exhibit "B".
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CITY for use with respect to this Project, and shall be turned over to the CITY upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
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in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY'S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S
written work product for the CITY'S purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section
14, but only with respect to the effect of the modification or reuse by the CITY, or for any
liability to the CITY should the documents be used by the CITY for some project other than what
was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy-
ment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'S employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional reputation
and competence of the CONSULTANT and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONSULTANT without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or
hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to
adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have
any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees,
except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or
employees are not in any manner agents, servants, or employees of the CITY, it being understood
that the CONSULTANT its agents, servants, and employees are as to the CITY wholly
independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely
such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance of the services to be provided herein, shall comply with all applicable state and
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federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City
of National City, whether now in force or subsequently enacted. The CONSULTANT and each
of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business
license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. The CONSULTANT represents and covenants that the
CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of
this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONSULTANT'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT has been retained to perform, within the time requirements of the CITY, or,
when no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products,
materials, processes or treatments identified in the project documents prepared for the CITY are
reasonably commercially available. Any failure by the CONSULTANT to use due diligence
under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased
costs that result from the CITY'S later inability to obtain the specified items or any reasonable
substitute within a price range that allows for project completion in the time frame specified or,
when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall include
but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The CONSULTANT agrees to post in
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conspicuous places available to employees and applicants for employment any notices provided
by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 13, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONSULTANT without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been
or is rightfully authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees
to defend, indemnify and hold harmless the City of National City, its officers and employees,
against and from any and all liability, loss, damages to property, injuries to, or death of any
person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys'
fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by
anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other
obligations under this Agreement; provided, however, that this indemnification and hold
harmless shall not include any claims or liability arising from the established sole negligence or
willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and
hold harmless obligations contained herein shall survive the termination of this Agreement for
any alleged or actual omission, act, or negligence under this Agreement that occurred during the
term of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of
the provisions of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code and
all amendments thereto; and all similar State or federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings, and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
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recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and
maintain throughout the term of this Agreement, the following checked insurance policies:
A. n If checked, Professional Liability Insurance (errors and
omissions) with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and
employees as additional insureds, and a separate additional insured endorsement shall be
provided.
C. Commercial General Liability Insurance, with minimum limits of
$2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement. The policy shall name the CITY and
its officers, agents and employees as additional insureds, and a separate additional insured
endorsement shall be provided. The general aggregate limit must apply solely to this "project" or
"location".
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
G. Insurance shall be written with only California admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
H. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
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the CITY' S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then in
that event, the prevailing party in such action or dispute, whether by final judgment or out -of -
court settlement, shall be entitled to have and recover of and from the other party all costs and
expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not
be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute
by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of
the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of
mediation shall be borne equally by the parties. Any controversy or claim arising out of, or
relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled
by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of
the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a
judgment thereon may be entered in any court having jurisdiction over the subject matter of the
controversy. The expenses of the arbitration shall be borne equally by the parties to the
arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence
and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof
against a specified party as part of the arbitration award.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in
accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
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D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said
written material shall vest in the CITY all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally
delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by
overnight mail, the business day following its deposit in such overnight mail facility, (iii) if
mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is
outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or
other like facility regularly maintained by the United States Postal Service, (iv) if given by
telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given
by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other
communication delivered or sent as specified above shall be directed to the following persons:
To CITY:
Leslie Deese
City Manager
City Manager's Office
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONSULTANT:
Baron Herdelin-Doherty
President/CEO
YMCA of San Diego County
3708 Ruffin Road
San Diego, CA 92123
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent. Any notice, request, demand, direction or other
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communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its
official position to influence in any way any matter coming before the CITY in which the
CONSULTANT has a financial interest as defined in Government Code Section 87103. The
CONSULTANT represents that it has no knowledge of any financial interests that would require
it to disqualify itself from any matter on which it might perform services for the CITY.
❑ If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the
CONSULTANT.
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3,
1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates
apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and
regulations.
24. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof
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D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the
parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the Agreement, per Government Code Section 8546.7.
J. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise
made by either party hereto, or by or to an employee, officer, agent or representative of any party
hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or
any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
Leslie Deese, City Manager
YMCA of San Diego County
(Corporation — signatures of two corporate officers)
(Partnership one signature)
(Sole proprietorship — one signature)
•
By: 611WaditauGo
(Name)
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APPROVED AS TO FO
Vibr Claudia G. Silva
City Attorney
(Print)
E3.ecwphve A 'red r
(Title)
By:
(Name)
(Print)
('Title)
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Exhibit A
City of National City
YMCA of San Diego County —South Bay Family YMCA
Professional Services Agreement — Scope of Work
Re: Las Palmas Park
1. Effective Date & Length of Agreement —June 10, 2013 through October 31, 2013
2. YMCA Responsibilities:
a. Hire, train, and supervise all required employees to perform the duties as outlined in this
scope of work.
b. Insure employees are fully trained and certified.
c. Develop and manage entire schedule for Las Palmas Municipal Pool (See Exhibit B)
d. Provide all Aquatics Programs including (but not limited to) Swim Lessons, Lap
Swimming, Open and Recreational Swimming, and Water Exercise.
e. Provide YMCA Day Camp programming at Las Palmas Park during the school breaks:
i. June 11, 2013 — July 23, 2013
ii. September 23, 2013 — October 7, 2013
f. Provide additional programming at Camacho Gym based upon interest and facility
availability; programming not to conflict with existing City Recreational programming.
g. Invoice National City in a schedule mutually agreed upon to ensure YMCA is reimbursed
for expenses not covered by earned program revenue
h. Interview all staff currently employed by NC at Las Palmas Park once they have applied
to the YMCA for like kind positions.
3. National City Responsibilities:
a. Provide a list of eligible staff currently employed at Las Palmas who should be provided a
job interview should they apply at the Y for employment
b. Continue to maintain the physical plant portions of aquatics operations including pool
pumps, heaters, equipment, chemicals, locker rooms, rest rooms, showers and the
Camacho Gym/Recreational Center physical plant.
c. Continue to cover the cost of utilities.
d. Cover costs of YMCA staff and expenses not covered by earned revenue to ensure the
YMCA does not operate programs at a loss at a level not to exceed $50,000.
e. Continue to coordinate any facility uses outside this agreement.
PIKES • ages 3 - 5
Is et beginner swimmer learning to:
Float on front • Float on back • Paddle 5' on my front • Paddle 5' on
my back • Push off the wail to en instructor with or without help
EELS • ages 3 - 5
is an ad d beginner swimmer learning to:
Paddle 3 yards on front • Paddle 3 yards on back •
Float on front & back with recover • Jump In and return to wall
RAYS • ages 3 - 5
is an intermediate swimmer learning to:
Swim the crawl stroke and begin rotary breathing for 15 yards lump
in deep water & swim to safety • Tread water for 30 seconds with
help • Swim with backstroke and elementary backstroke for 15 yards
STARFISH • ages 3 - 5
le an advanced swimmer lemming to:
Swim crawl stroke with rotary breathing far 25 yards • Swim back-
stroke and elementary backstroke for 25 yards • Swim breaststroke
for 10 yards • Tread water for 30 seconds without help
POLLIWOG • ages 6 - 12
is a beginner swimmer learning to:
Float on my front and back with assistance • Turn over front
to back • Turn over back to front • Paddle on front, back, and
side with help (25 yards)
GUPPY • ewes 6 - 12
is an intermediate swimmer learning to:
Jump into deep water and return to safety Float on my back
& front for 1 minute • Paddle crawl stroke with rotary
breathing for 25 yards • Paddle backstroke for 25 yards•
Paddle elementary backstroke for 25 yards • Tread water for
30 seconds
FISH • ages 6-12
is an advanced swimmer learning tot
Swim crawl stroke with rotary breathing for 50-100 yards •
Swim backstroke for 50-100 yards • Swim breaststroke for
50-100 yards • Swim butterfly stroke for 15 yards • Retrieve
an object from the bottom • Tread water for 4 minutes • Do a
front flip turn
SWIM TEAM
The YMCA Swim Team is a rewarding program for children ages 6 and
up of all ability levels, from the novice swimmer simply trying to make It
across the pool for the first time to the elite swimmer training for
Nationals. We provide a supportive and progressively challenging
environment for your child.
MASTERS SWIM
Masters Swim Team Is designed for, but not Welted to, the
intermediate -advanced swimmer who would like to improve on
endurance and stroke technique. Competitive swimmers
and beginners are welcome)
SUMMER AQUATICS SCHEDULE
Open Lap Swim
MONDAY
6:30a-7:00p
TUESDAY
6:30a-7:OOp
WEDNESDAY
6:30a-7:00p
THURSDAY
6:30a-7:00p
FRIDAY
6:30a-7:00p
SATURDAY
Masters
7:30a-8:30a
7:30e-8:30a
7:30a-13:30a
Water Aerobics
10:00a-11:O0a
10:00a-11:O0a
10:00a-11:OOa
I0:O0a-11:00a
10:00a-11:00a
10:00a-11:00a
Pike A SWIM LESSONS
10:00a-10:30a
10:00a-10:30a
10:O0a-10:30a
I0:00a-10:30a
Private Swim Lessons
9:00a-9:30a
Eel A SWIM LESSONS
10:00a-10:30a
I0:00a-10:30a
I0:O0a-10:30e
10:00a-10:30a
Private Swim Lessons
9:00a-9:30a
Pike B SWIM LESSONS
10:00a-10:30a
10:00a-10:30a
10:00a-10:30a
I0:00a-10:30a
Private Swim Lessons
9:30a-10:00a
Polliwog A SWIM LESSONS
10:30a-11:10a
10:30a-11:10a
10:30a-11:10a
10:30a-11:I0a
Private Swim Lessons
9:00a-9:30a
Guppy A SWIM LESSONS
10:30a-11:10a
10:30a-11:10a
I0:30a-11:10e
10:30a-11:I0a
Private Swim Lessons
9:00a-9:30a
Polliwog 8 SWIM LESSONS
10:30a-11:10a
10:30a-11:10a
10:30a-11:10a
10:30a-11:10a
Private Swim Lessons
9:30a-10:00a
Private Swim SWIM LESSONS
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Pike A SWIM LESSONS
4:00p-4:30p
4:00p-4:30p
400p-4:30p
4:OOp-4:30p
Private Swim Lessons
10:00a-I0:30a
Eel A SWIM LESSONS
4:00p-4:30p
4:OOp-4:30p
4:OOp-4:30p
4:00p-4:30p
Private Swim Lessons
10:O0a-10:30a
Pike B SWIM LESSONS
4:0Op-4:30p
4:00p-4:30p
4:OOp-4:30p
4:OOp-4:30p
Private Swim Lessons
10:30a-11:00a
Pike SWIM LESSONS
4:30p-5:OOp
4:30p-5:00p
4:30p-5:OOp
4:30p-5:00p
Private Swim Lessons
10:00a-10:30a
Eel SWIM LESSONS
4:30p-5:OOp
4:30p-5:OOp
4:30p-5:00p
4:30p-5:00p
Private Swim Lessons
10:O0a-10:30a
Ray / Starfish SWIM LESSONS
4:30p-5:00p
4:30p-5:0op
4:30p-5:00p
4:30p-5:OOp
Private Swim Lessons
10:30a-11:00a
Flying Fish SWIM LESSONS
5:00p-S:40p
5:OOp-5:40p
5:00p-5:40p
5:OOp-5:40p
Private Swim Lessons
11:O0a-11:30e
Private Swim SWIM LESSONS
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Jr Olympic Swim Team
5:O0p-7:00p
5:OOp-7:OOp
5:OOp-7:OOp
5:O0p-7:OOp
5:OOp-7:OOp
ummertime means water time for millions of families. During these sunny warm months, lasting memories are created In and around water. As children and families continue to head to the pools, beaches, and
lakes with the rising temperatures, It's Impo tent that water safety skill are at the forefront of their minds to insure safety while having fun In the wate The scary fact that faces the community today is drown-
ing accidents are the leading cause of Injury deaths among children under the age of 5. Every day, about 10 people die from unintentional drowning. With more than 2,200 pools nationwide, YMCAs are collectively
the largest operator of swimming pools in the United States. Last year (2012), our South Bay Family YMCA taught more than 8,000 individuals how to swim.
WWW.SOUTHBAY.YMCA.ORG 1619.421.9622
WHERE
ADVENTURE
BEGINS
a D13 Summeapinp
'SOUTH BY YMCA
tear. 161sin9tiu
ADVENTURE STARTS HERE
Summer Day Camp @ Las Palmas Park
YMCh Day Camps provide In:1 riq niemsries with
a daily variety of action packed games, sports,
arts & crafts, theme days, and much more.
TRADITIONAL DAY CAMPS are loaded with fun,
excitement and adventure for children of all ages,
with staff who are well trained.
SESSIONS
Week l: June 11-14
Week 2: June 17-21
Week 3: June 24-28
Week 7: July 22-23
Week 4: July 1-3, 5
Week 5 July 8-12
Week 6: July 15-19
Hours: 8:OOAM-5:00PM
PIKES • edad 3 - 5
es un nadedor principianta qua vs aprender e:
Flotar de frente • Flotar de espalda • Patalear 5' en su frente •
Patalear 5' en su espalda• Empujar de la pared con o sin ayuda del
instructor
EELS • .dad 3 - 5
es un princlpiante avansado qua va apr.nd.r a:
Patalear 3 yardas en su frente • Patalear 3 yardas en su espalda •
Flotar en su frente y espalda con recuperation • Salter y volver a la
pared
RAYS • edad 3 - 5
es un nadedor intermadia qua vs aprender a:
Nadar a crol y emperor respiration rotatoria per 15 yards: • Salter
en agues profundas y nadar a seguridad • Flour moviendo las pier-
nas per 30 segundos con ayuda • Nader de espalda per IS yardas
STARFISH •.dad 3 - 5
a un nadedoravansada qua vs aprender a:
Nader a trot con respiration rotatoria per 25 yardas •Nadar de es-
palda por 25 yardas • Nader a braze per 10 yardas • Flotar movlendo
las piernas por 30 segundos sin ayuda
POLLIWOG • edad 6 - 12
es en nadedor principlante qua ea aprender a:
Flotar en mi frente y espalda con ayuda • Voltear de frente
a espalda • Voltear de espalda a frente • Patalear en frente,
espalda y de lade per 25 yardas
GUPPY • .dad 6 - 12
es un nadedor Intermedics qua vs aprender n
Salter en aguas porfundas y nadir a seguridad • Flotar an
ml frente y espalda per un minuto • Patalear y nadar a crol
con respiration rotatorla per 25 yardas• Patalear y nadar de
espalda par 25 yardas • Motu moviendo las plenum per 30
segundos
FISH •stied 5-12
es un nadedor avanade qua Ye apnnder a:
Nader a crol con respiration rotatora per 50-100 yardas •
Nader de upside per 50-100 yardas • Nader a braze per 50-
100 yardas • Nader estilo mariposa per 15 yardas • Recuperar
un objeta del fondo• Flotar moviendo las piernas par 4 minu-
tes • Salto vuelta de frente
EQUIPO DE NATACION
El eulpo de natation de La Y es un programa pars nines de 6 anos y ad-
elante, de todos niveles de capacidad. Del nadador prindpiantes simple -
manta tratando de Ilegar al otm lado de la piscina per primers vet, a la
formation del nadador elite practicando pare los'naclonaies. Le ofrecemos
un ambient. comprensivo par. su hijo.
MASTERS SWIM
Master Swim esta disenado pare, pen no Ilmitado at nadedor avanzado
intermedlo que desea mejorar su tacnica de movlmiento y la resistencia.
Los nadadores competttivos y los principiantes son blenvenidos.
HORARIO DE NATACION DE VERANO
Ablerto pars Nadar Vueltas
LUNES
6:30a-7:00p
MARTES
6:30a-7:0op
MIERCOLES
6:30a-7:00p
JUEVES
6:30a-7:00p
VIERNES
6:30a-7:00p
SABADO
Masters
7:30a-8:30a
7:30a-8:30a
7:30a-8:30a
AEROBICOS EN EL AGUA
10:O0a-11:00a
1O,00e-11:o0a
IO:00a-11:00a
10:00a-11:00a
10:00a-11:00a
I0:00a-11:00a
Pike A CLASES DE NATACION
10:00a-10:30a
10:00a-10:30a
10:O0a-10:30a
I0:00a-10:30a
Clases Privadas
9:OOa-9:30a
Eel A CLASES DE NATACION
10:00a-10:30a
10:OOa-10:30a
10:00a-10:30a
10:00a-10:30a
Clases Privadas
9:00a-9:30a
Pike B CLASES DE NATACION
IO:OOa-10:30a
10:00a-10:30a
10:00a-10:30a
10:00a-10:30a
Oases Privadas
9:30a-10:00a
Polliwog A CLASES DE NATACION
10:30a-I 1:10a
10d0a-11:10a
10:30a-11:10a
10:30a-11:10a
Clases Privadas
9:00a-9:30a
Guppy A CLASES DE NATACION
10:30a-11:1 Oa
10:30a-11:10a
10:30a-11:10a
10:30a-i 1:10a
Clases Privadas
9:00a-9:30a
Polliwog B CLASES DE NATACION
10:30a-11:10a
10:30a-11:10a
10:30a-11:10a
10:30a-11;10a
Clasen Privadas
9:30a-10:00a
CLASES PRIVADAS DE NATACION
Clases Privadas
Clases Privadas
Clases Privadas
Clases Privadas
Clases Privadas
Clases Privadas
Pike A CLASES DE NATACION
4:OOp-4:30p
4:OOp-4:30p
4:OOp-4:30p
4:OOp-4:30p
Clases Privadas
10:00a-10:30a
Eel A CLASES DE NATACION
4:00p-4:30p
4:O0p-4:30p
4:OOp-4:30p
4:OOp-4:30p
Clases Privadas
10:O0a-10:30a
Pike B CLASES DE NATACION
4;OOp-4:30p
4:OOp-4:30p
4:OOp-4:30p
4:00p-4:30p
Clases Privadas
10:30a-11:00a
Pike OASES DE NATACION
4:30p-5:OOp
4:30p-5;0Op
4:30p-5:00p
4:30p-5:O0p
Clases Privadas
10:00a-10:30a
Eel CLASES DE NATACION
4:30p-5;00p
4:30p-5:00p
4:30p-5:00p
4:30p-5:00p
Clases Privadas
10:00a-10:30a
Ray / Starfish CLASES DE NATACION
4:30p-5:O0p
4:30p-5:O0p
4:30p-5:O0p
4:30p-5:O0p
Clases Privadas
10:30a-11:00a
Flying Fish CASES DE NATACION
5:OOp-5:40p
5:00p-5:40p
5:OOp-5:40p
5:OOp-5:40p
Clases Privadas
11:00a-11:30a
CASES PRIVADAS DE NATACION
Clases Privadas
Clases Privadas
Clases Privadas
Clases Privadas
Clases Privadas
Clases Privadas
Jr Olympiadas- Equipo de natation
5:00p-7:O0p
5:OOp-7:00p
5:00p-7:00p
5:OOp-7:00p
5:OOp-7:OOp
EI Verano srgnUka bempo en el agua para miles de famllias. Durante e Las temporadas callentes, recuerdos que duraran tod la vida eaten Inlciados en alrededor de la agua. Nines y famillas contlnuan a Ir a
piscinas, playas y lagos con temperatures altar, es Important. que seg ridad en el agua este en I mantes de todos pare asegurar que todos eaten segu os pare disfrutar el agua. La verdad es que rruestra comu-
nidad esta en frente de muchos casos de a ego que causan muerte pa a ninos manor de 5 anos. Cada dla, 10 personas mue en por ahogos accidental., Con mar de 2,200 piscinas en la nation, La Y es la mar
grande operadora de piscinas en los Estados Unldos. El ano pasado (20121 South Bay Family YMCA enseno a mar de 8,000 indivlduos a nadar.
WWW.SOUTHBAY.YMCA.ORG 1619.421.9622
Semana 4: Julio 1-3, 5
Semana 5: Julio 8-12
Semana 6: Julio 15-19
DONDE LA
AVENTURA
COMIENZA
013 Camp de Vei
SOUTH H,R4 YMCA
19.927 9622
DONDE LA AVENTURA COMIENZA
Campamentos de Verano en Las Palmas Park
El campamento de la Y es una experlencia diverti
-
da y unica que ofrece a los nines y adolescentes la
oportunidad de descrubrir su potential, jugar, con-
ocer nuevos amigos y clear recuerdos que duraran
toda la vida. La Y esta Ileno de diversion, emotion
y aventura para los ninos de todas las edades. Con
empleados que estan bien entrenados.
SESION
Semana 1: Jun11-14
Semana 2: Junio 17-21
Semana 3: Junio 24-28
Semana 7: Julio 22-23
Horario: 8:01JA M-5:00PM
Exhibit C
City of National City
YMCA of San Diego County —South Bay Family YMCA
Professional Services Agreement
Billing is based on the following:
Camp:
The program costs $70 per week per child. The fee charged is $50 per week per child. The City will cover
the difference of $20 per week per child. The budget is estimated at 60 campers per week.
Pool Operations:
Based upon the schedule submitted in Exhibit B, billing for Aquatics operations is based upon the total
cost for lifeguards and swim instructors minus earned revenue.
Welcome Center: Billing is based upon staff hours required for reception functions.
Fee Schedule:
Camp:
• NC residents (w/proof of residency) - $50/week/child
• Non-residents (or current Y members that are not residents of NC and want to use this camp) -
$100/week/child
Swim Lessons:
• NC residents - $30/session/child
• Y Members - $56/session/child
• Non-residents/non-members - $90/session/child
Water Exercise:
• NC residents - $3/class
• Y Member Benefit (no cost)
• Non-residents —$5 per class
Open/Recreational Swim/Lap Swimming:
• NC residents — Youth & Seniors - $1.50, Adults - $3.00 (per swim session)
• Y Member Benefit (no cost)
• Non-residents - Youth & Seniors - $3.00, Adults - $5.00
Projected National City Bill Schedule
June
July
Aug
Sept
Oct
Aquatics
-$7,865.65
- $12,793.36
$0.00
- $20,037.04
-$633.34
- $41,329.39
Welcome
Camp Center
- $678.26 -$1,372.38
- $678.26 -$1,372.38
- $452.18 -$1,372.38
$0.00-$1,372.38
$0.00-$1,372.38
-$1,808.70 -$6,861.91
Total
-$9,916.29
- $14,844.00
- $1,824.56
- $21,409.42
- $2,005.72
-$50,000.00
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
YMCA OF SAN DIEGO COUNTY
Las Palmas Municipal Pool Programs & Schedules
Las Palmas Park Day Camp Programs
Jessica Cissel (Community Services) Forwarded Copy
of Agreement to YMCA of San Diego County