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HomeMy WebLinkAbout2020 CON Exos Community Services - Las Palmas Pool Aquatic Program ServicesC 2Ui SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND EXOS COMMUNITY SERVICES, LLC THIS SHORT FORM SERVICES AGREEMENT (this "Agreement") is entered into this 18th day of July, 2020, by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and EXOS COMMUNITY SERVICES, LLC, a New Jersey limited liability company ("CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. De option of Services. CONTRACTOR shall provide the scope of services as outlined in the attachment marked as Exhibit "A" and by this reference incorporated herein as though set forth in full (the "Services"). 2. Logth_gree The duration of this Agreement is from July 18, 2020 (the "Commencement Date") through June 30, 2021. 3. cc.unpongLion. CITY shall pay CONTRACTOR a monthly fee of $5,164 plus an additional $966.89 per month for the third grade learn to swim program from August through December. The total compensation to CONTRACTOR for providing the Services set forth herein shall not exceed an annual total cost of $66,802.45. The compensation for CONTRACTOR'S Services shall be based upon and not exceed the rates set forth in Exhibit "B" which is attached hereto (the Management Fee) without prior written authorization from CITY. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement without cause by providing thirty (30) day's written notice to CONTRACTOR. This Agreement may be terminated by either party in the event of a material breach by the other party, by providing fifteen (15) day's written notice to CONTRACTOR setting forth such breach. However, if such breach is cured, or all necessary action to cure such breach shall be promptly and diligently pursued, in the reasonable judgement of the non -breaching party, within such fifteen (15) day period, then such notice shall be deemed withdrawn and of no further action. CONTRACTOR may terminate this Agreement by providing written notice to CITY, at any time if (1) CITY becomes insolvent or admits its inability to pay its debts generally as they become due, (2) CITY becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not discussed or vacated within forty-five (45) days after filing, (3) CITY is dissolved or liquidated or takes any action for such purpose, (4) CITY makes a general assignment for the benefit of creditors, (5) CITY has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (6) Any amounts due hereunder to CONTRACTOR are more than thirty (60) days past due. 6. t gpendent Contractor. It is agreed that CONTRACTOR is an independent 21iso ta10-Itu Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Equipment. CITY will be solely responsible for providing and equipping the Premises (including, without limitation, Automatic External Defibrillators) so that the Services may be rendered by CONTRACTOR in accordance with this Agreement and in compliance with all applicable rules and regulations relating to the Premises and the Services. CITY shall provide such items as office furniture and equipment, telephones, computers and software for the Premises. CITY will also be responsible for purchasing or leasing all aquatic related exercise equipment and safety and first aid equipment necessary to operate the Premises as reasonably requested by CONTRACTOR. CITY also agrees to, at its sole expense, maintain such equipment to the best of their ability. CITY will consider the nature and priority of the maintenance and available funding to determine if and when such repairs and maintenance will be completed. CONTRACTOR shall, provide general administrative supplies and marketing materials necessary for the operation of the Premises at the City's sole cost and expense. City shall pay for such supplies and materials within thirty (30) days of receipt of CONTRACTOR's invoice therefor. CONTRACTOR shall prepare and distribute marketing materials and CITY shall assist with the distribution of marketing materials. 8. Utilities. CITY shall be responsible for maintaining utility services to the Premises, and shall provide and pay for all utilities or services necessary for its use and operation of the Premises during the term of this Agreement, including but not limited to gas, water, electricity, trash, sewer charges and telephone. CITY shall pay directly to the applicable utility company such charges, and CONTRACTOR shall have no obligation to pay for such utility services. 9. Insurance. CONTRACTOR shall obtain: A. 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 non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $5,000,000 per occurrence and $10,000,000 aggregate, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. The Commercial General Liability required by this Section must include Sexual Misconduct Liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. For the avoidance of doubt, the CITY understands that part of the coverage limits hereunder shall be satisfied by CONTRACTOR's excess umbrella policy. CONTRACTOR represents to CITY that its excess umbrella policy does not exclude coverage for Sexual Misconduct Liability. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'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 CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR 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's Risk Manager, at the address listed in subsection G below, of cancellation or material change, except in the event of non-payment of premium which is ten (10) days. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City C/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR 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. L Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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 List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. 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 the CITY 's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 9 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 9, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 10. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, 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 CONTRACTOR'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 employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 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. 11. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 11.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 11. This Section 11 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 11.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 11.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 12. Acceptability of Work. 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 CONTRACTOR. 13. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 14. Pre=g 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. CONTRACTOR 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. 15. Administrative 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. 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. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. 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. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Force Majeure. If either party is prevented or delayed from performing any act or discharging any obligation hereunder, because of any and all causes beyond either party's reasonable control, including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental restrictions, regulations or controls, any hostile government actions, civil commotion, acts of terrorism, and fire or other casualty, legal actions attacking the validity of this Service Agreement or the CITY or EXOS operations of the Premises, or any other casualties beyond the reasonable control of either party ("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay. Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either party hereto. 1. 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. J. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. K. 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. L. 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. M. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. N. Subcontractors or Subconsultants. The CITY is engaging the Services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the Services under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 9 and the indemnification and hold harmless provision of Sectionl0 of this Agreement. O. 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) 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. [Signature page to follow] IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY By: Bra• Raulston, City Manager APPROVED AS TO FORM: CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4256 Fax: (619) 336-4327 Contact: Brad Raulston Title: City Manager Dep.: City Manager's Office Email: baulston@nationalcityca.gov EXHIBIT "A" SCOPE OF SERVICES EXOS COMMUNITY SERVICES, LLC (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) By: Car?' A By: (Name) (Print) Coxa (Title) ,/�s s 0,,, ,Aed Gc,, gd/P77— (Name) (Print) /�- (Title) C6 0 1301.4ic,- EXOS COMMUNITY SERVICES, LLC —I 25 Hanover Road, Building A, Suite 104 Florham Park, New Jersey 07932 Phone: (978) 257-2953 Contact: Bill Bourque Title: Chief Operations Officer Email: bbourque@teamexos.com Taxpayer I.D. No.: 1. The CITY owns the real property commonly known as Las Palmas Pool, located at 1800 East 22nd Street, National City, California (the "Premises"). The CITY hereby engages CONTRACTOR to operate the Premises as of the Commencement Date. CONTRACTOR will operate the Premises for the benefit of the citizens of National City. Facilities to be operated include: the Olympic -size pool; the activity pool; the locker rooms; concession stand; pump and storage rooms; lobby; and administrative offices. 2. CONTRACTOR shall operate the Premises by providing for and facilitating open swim, learn to swim classes, learn -to -swim classes for third grade students in the National School District, aquatic exercise classes, lap swimming, and facility rentals for athletic teams or clubs. 3. CONTRACTOR shall endeavor to meet agreed upon benchmarks for expenses and revenues as outlined in Exhibit B. CONTRACTOR shall meet or exceed budgeted net operating surplus goals as set forth in Exhibit B. Financial results will be monitored by and reviewed with the CITY on a monthly, quarterly and annual basis. Budget adjustments shall be made monthly and quarterly, in order to meet budgeted net operating surplus goals. 4. CONTRACTOR shall provide an annual report to the City, which must contain the total number of National City residents who participated in CONTRACTOR events; all participants who participated in CONTRACTOR events; events and programs coordinated; facility rentals for athletic teams or clubs; and any other pertinent statistics. 5. CONTRACTOR shall recruit, hire and employ, as employees of CONTRACTOR, all persons who will work at, or provide services to the Premises, managed by CONTRACTOR. 6. CONTRACTOR is not responsible for repair and maintenance of the Premises, which includes improvements, landscaping, facility maintenance, janitorial maintenance, chemical maintenance and information technology. 7. The CITY shall pay CONTRACTOR a monthly management fee, actual payroll and staffing expenses, and marketing and administrative costs as set forth in Exhibit B. 8. Revenue collected by CONTRACTOR for its programing of open swim, learn to swim, aquatic exercise classes, lap swim, and facility rentals will be collected and handled by CONTRACTOR and deposited with the CITY. 9. CONTRACTOR shall assist the CITY with assessing current capital improvement needs and timelines for completion. In addition, CONTRACTOR shall assist CITY with identifying potential funding options for future Capital Improvement Projects, including but not limited to grants, capital campaigns, and fundraising. 1. EXHIBIT "B" - MANAGEMENT FEE Rerwlw In )01000 o0 2011) 3M Grade Learn to Stem Swan Los9M6 Masten 9wOM Pod Remels Ace.. Red Croce L200omd C Pod CIICCO'O (LepOro0p Exadcmec) M5c )Food. Orr. . pmdods elc) owes b aveelkaal aw1m and lessors' MIiPYYYW tl W re0' 2005 l swm05W acmes 00009010 9.mywlm unam Hqn Sc0 DWrk1 wewerne W9.e060ads 0( Raeoi Groups Wpes Aawlc Group Exercise Gasses 90ma.2244 a mr101 406000 1,05000 4.05000 4050.00 4.05000 4.05000 4.90000 4.0.50.00 4.0m mW 50.4.0.00 5.0.00 8410.390.00 m 13,o.00 10.300100 0 10.300.1.>50.00 0.000.000 000 0.00a 65000 1,250.03 1,750.00 13.000.00 152,500.011 2.0000 1.920.00 1020.00 1,000.00 000 Om Om 0.00 550.00 1,00000 1.000.00 2.40000 S12000.00 f0.00 000 noo o.00 0m 0m 0.00 000 0 00 0 00 0.00 0 00 10.00 000 000 ODD 0.00 000 0.00 0.01 0.01 0m 10.m am nm om 000 am o.m 0.00 000 0m 0m 0.00 um t0.00 3.000.00 3.01000 3.000.01 3.00003 2.500.00 1,030.02 20033) 5000.00 3.000 00 200000 3.000.00 300000 00,130.00 1.00000 1.000.00 1040.00 50000 0.00 oto o.00 50000 500.00 503.00 1,000.00 $6,00000 0.331.00 5.50420 5504.20 2.912.00 1,03>.00 121000 2001.00 2.06)40 2,53500 2,912.130 2.912_00 6.500.40 02,000.110 10.011.00 3067420 20,60.2 1411200 0.912.W 0.20000 10.01100 1001140 12015.00 14,112.00 14,11 O 91,0140 1201,200.00 Mwk./0y and Adm6Wb.ev0 Cam 224031040000er 30000 20000 20000 150.00 150.00 150.00 150.00 150.00 23000 20000 200.00 200.00 1.25003 Does 6M03.750p 200.00 20)00 200.00 20000 20000 20000 20000 200.00 20.03 20000 200.00 200.00 $2,400.00 1.1ee41g Expense (malulelay mon2W 080 me01100) 25000 imm Imm im.m 0,00 50).09 0.1, 150.00 150.m Imm 15000 350.00 m2.000.00 Unldms am 0m 000 250.00 000 OM 0.000 000 500.00 0.00000 9I50.00 Loam Roan ltpW.WW200200.00m pSS200.00 210.00 2.1.00 50:00 000000 50m Imm 200.00 20000 210.00 11.50000 -Triad rent* 000 0.01 0 00 0.00 0 CO 0.00 Om 0.00 000 000 0 al 0.00 10.00 v00150.00 150.00 150m Imm 50.00 50.00 -50m 50.m mm 5000 150.00 150.00 11,15040 d119R00 0.00 0m Om Om 000 0.00 601) 000 000 000 am 001 10.00 A r 200.00 2mm 200.00 Imm Imm Om 0m eo0 Imm 200.00 2300 2300 11,5e0.m I.».W 1500.00 tl4* 0 1,000.00 590m 0D6W NOW1.09000 t.100.W /d00.00 011.9'A.m Ism Ampareenl For 5.161.205161m5101.405161.m5.161.005. I0am516am S,161m5101m0.104m 5104.03 5,103.0) .10111 9IIII00!♦R11O .m.m 22mm 111,141.00 ,m.00 1.415.22 1m.m 1.41522 8884 8 p o y� d 371 42 /21 3 3 n a RESOLUTION NO. 2020 - 120 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY 1) APPROVING A SERVICE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND EXOS COMMUNITY SERVICES, LLC TO PROVIDE AQUATIC PROGRAMS AND SERVICES AT LAS PALMAS POOL LOCATED AT 1800 EAST 22ND STREET FOR A TERM OF ONE YEAR ENDING JUNE 30, 2021 AND 2) AUTHORIZING THE CITY MANAGER TO EXECUTE THE SERVICE AGREEMENT WITH EXOS WHEREAS, on April 28, 2020, City Council voted to close Las Palmas Pool for Fiscal Year 2021 due to COVID-19 and as a cost saving measure; and WHEREAS, the closure of Las Palmas Pool is expected to save the City of National City ("City") approximately $370,000, however, annual fixed costs for pool utilities and chemicals remain at $200,000 whether the pool is open or closed; and WHEREAS, on May 13, 2020 the City gave EXOS notice that the Service Agreement between the City and EXOS for the operation of Las Palmas Pool would be terminated without cause effective July 17, 2020; and WHEREAS, on June 2, 2020 City staff presented a proposal to operate Las Palmas Pool with a net neutral budget based on extensive analysis of past usage, and a plan to reduce operating expenses and increase revenue; and WHEREAS, City staff recommends City Council's approval on a Service Agreement between the City of National City and EXOS Community Services, LLC to provide aquatic programs and services at Las Palmas Pool located at 1800 East 22nd Street for a term of one (1) year ending June 30, 2021. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City does hereby approve a Service Agreement between the City of National City and EXOS Community Services, LLC to provide aquatic programs and services at Las Palmas Pool located at 1800 Fast 22nd Street for a term of one year ending June 30, 7021 : BE IT FURTHER RESOLVED that the City Council of the City of National City does hereby authorize the City Manager to execute the Service Agreement between the City of National City and EXOS Community Services, LLC. PASSED and ADOPTED this 16th day of ne, 2020. Alejandra Sotelo Solis, Mayor ATTEST: Michael R. Dalla, C1ity Clerk APPROVED AS TO FORM: Passed and adopted by the Council of the City of National City, California, on June 16, 2020 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-120 of the City of National City, California, passed and adopted by the Council of said City on June 16, 2020. City Clerk of the City of National City, California By: Deputy C z_aj-9d CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 16, 2020 AGENDA ITEM NO.: 23 ITEM TITLE: Resolution of the City Council of the City of National City 1) approving a Service Agreement between the City of National City and EXOS Community Services, LLC to provide aquatic programs and services at Las Palmas Pool located at 1800 East 22nd Street for a term of one year ending June 30, 2021 and 2) authorizing the City Manager to execute the Service Agreement with EXOS. PREPARED BY: Audrey Denham DEPARTMENT: muni y Se PHONE: 619-336-4243 APPROVED BY: EXPLANATION: On April 28, 2020, City Council voted to close Las Palmas Pool for fiscal year 2021 due to COVID-19 and as a cost cutting measure. The closure is expected to save the City approximately $370,000. However, annual fixed costs for pool utilities and chemicals remain at $200,000 whether open or closed. On May 13, 2020 the City gave EXOS notice that the Service Agreement between the City and EXOS for the operation of Las Palmas Pool would be terminated without cause effective July 17. On June 2, 2020 City staff presented a proposal to operate Las Palmas Pool with a net neutral budget. The proposal is based on extensive analysis of past usage, and a plan to reduce operating expenses and increase revenues. Per City Council direction, City staff are providing a more in depth analysis of the estimated FY 21 revenue with letters and/or emails from rental groups requesting pool space once the pool reopens. Should City Council approve the Las Palmas Pool proposal, City staff would return in January 2021 with recommendations for existing capital improvement projects and operating options for FY 22. FINANCIAL STATEMENT: APPROVED: `04- Xede04.- FINANCE ACCOUNT NO. APPROVED: MIS 001-41000-3574 (Swimming Pool Revenue) - $314,900 001-441-058-299 (Contract Services) - $312,300 ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION n FINAL ADOPTION STAFF RECOMMENDATION: Adopt the resolution of the City Council of the City of National City approving the City Manager to 1) approving a Service Agreement between the City of National City and EXOS Community Services, LLC to provide aquatic programs and services at Las Palmas Pool located at 1800 East 22nd Street for a term of one year ending June 30, 2021 and 2) authorizing the City Manager to execute the Service Agreement with EXOS. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. Agreement with EXOS to operate Las Palmas Pool 2. Presentation 3. Letters/Emails requesting use of Las Palmas Pool DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND EXOS COMMUNITY SERVICES, LLC THIS SHORT FORM SERVICES AGREEMENT (this "Agreement") is entered into this 18th day of July, 2020, by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and EXOS COMMUNITY SERVICES, LLC, a New Jersey limited liability company ("CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. pescriation of Services. CONTRACTOR shall provide the scope of services as outlined in the attachment marked as Exhibit "A" and by this reference incorporated herein as though set forth in full (the "Services"). 2. Len2th of Agreement. The duration of this Agreement is from July 18, 2020 (the "Commencement Date") through June 30, 2021. 3. Compensation. CITY shall pay CONTRACTOR a monthly fee of $5,164 plus an additional $966.89 per month for the third grade learn to swim program from August through December. The total compensation to CONTRACTOR for providing the Services set forth herein shall not exceed an annual total cost of $66,802.45. The compensation for CONTRACTOR'S Services shall be based upon and not exceed the rates set forth in Exhibit "B" which is attached hereto (the Management Fee) without prior written authorization from CITY. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement without cause by providing thirty (30) day's written notice to CONTRACTOR. This Agreement may be terminated by either party in the event of a material breach by the other party, by providing fifteen (15) day's written notice to CONTRACTOR setting forth such breach. However, if such breach is cured, or all necessary action to cure such breach shall be promptly and diligently pursued, in the reasonable judgement of the non -breaching party, within such fifteen (15) day period, then such notice shall be deemed withdrawn and of no further action. CONTRACTOR may terminate this Agreement by providing written notice to CITY, at any time if (1) CITY becomes insolvent or admits its inability to pay its debts generally as they become due, (2) CITY becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not discussed or vacated within forty-five (45) days after filing, (3) CITY is dissolved or liquidated or takes any action for such purpose, (4) CITY makes a general assignment for the benefit of creditors, (5) CITY has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (6) Any amounts due hereunder to CONTRACTOR are more than thirty (60) days past due. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Standard Short Form Agreement Page 1 of 1 City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Eauinmenl. CITY will be solely responsible for providing and equipping the Premises (including, without limitation, Automatic External Defibrillators) so that the Services may be rendered by CONTRACTOR in accordance with this Agreement and in compliance with all applicable rules and regulations relating to the Premises and the Services. CITY shall provide such items as office furniture and equipment, telephones, computers and software for the Premises. CITY will also be responsible for purchasing or leasing all aquatic related exercise equipment and safety and first aid equipment necessary to operate the Premises as reasonably requested by CONTRACTOR. CITY also agrees to, at its sole expense, maintain such equipment to the best of their ability. CITY will consider the nature and priority of the maintenance and available funding to determine if and when such repairs and maintenance will be completed. CONTRACTOR shall, provide general administrative supplies and marketing materials necessary for the operation of the Premises at the City's sole cost and expense. City shall pay for such supplies and materials within thirty (30) days of receipt of CONTRACTOR's invoice therefor. CONTRACTOR shall prepare and distribute marketing materials and CITY shall assist with the distribution of marketing materials. 8. Utilities, CITY shall be responsible for maintaining utility services to the Premises, and shall provide and pay for all utilities or services necessary for its use and operation of the Premises during the term of this Agreement, including but not limited to gas, water, electricity, trash, sewer charges and telephone. CITY shall pay directly to the applicable utility company such charges, and CONTRACTOR shall have no obligation to pay for such utility services. 9. Insurance. CONTRACTOR shall obtain: A. ® 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 non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $5,000,000 per occurrence and $10,000,000 aggregate, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. The Commercial General Liability required by this Section must include Sexual Misconduct Liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. For the avoidance of doubt, the CITY understands that part of the coverage limits hereunder shall be satisfied by CONTRACTOR's excess umbrella policy. CONTRACTOR represents to CITY that its excess umbrella policy does not exclude coverage for Sexual Misconduct Liability. D. Workers' compensation insurance in an amount sufficient to meet statutory Standard Short Form Agreement Page 2 of l City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 requirements covering all of CONTRACTOR'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 CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR 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's Risk Manager, at the address listed in subsection G below, of cancellation or material change, except in the event of non-payment of premium which is ten (10) days. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City C/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR 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. 1. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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 List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. 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 the CITY's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 9 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 9, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Standard Short Form Agreement Page 3 of 1 City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 10. Jndemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, 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 CONTRACTOR'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 employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 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. 1 1. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 11.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 11. This Section 11 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 11.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 11.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a Standard Short Form Agreement Page 4 of -1 City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 continuing obligation that survives the termination of this Agreement. 12. Acceptability of Work. 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 CONTRACTOR. 13. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 14. 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. CONTRACTOR 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. 15. Administrative 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. 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. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. 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. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Force Majeure. If either party is prevented or delayed from performing any act or discharging any obligation hereunder, because of any and all causes beyond either party's reasonable control, including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental restrictions, regulations or controls, any hostile government actions, civil commotion, acts of terrorism, and fire or other casualty, legal actions attacking the validity of this Service Agreement or the CITY or EXOS operations of the Premises, or any other casualties beyond the reasonable control of either party ("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay. Standard Short Form Agreement Page 5 of q City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either party hereto. I. 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. J. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. K. 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 fmal payment under the Agreement, per Government Code Section 8546.7. L. 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. M. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. N. Subcontractors or Subconsultants. The CITY is engaging the Services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the Services under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 9 and the indemnification and hold harmless provision of Sectionl0 of this Agreement. O. 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) 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. [Signature page to follow] Standard Short Form Agreement Page 6 of I City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY By: Brad Raulston, City Manager APPROVED AS TO FORM: By: Angil P. Morris -Jones City Attorney CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4256 Fax: (619) 336-4327 Contact: Brad Raulston Title: City Manager Dep.: City Manager's Office Email: braulston@nationalcityca.gov Standard Short Form Agreement Revised May 2019 EXOS COMMUNITY SERVICES, LLC (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) 1—DocuSigned by: By: tai(1.1561iro . (Name) `—E5885B0865FB439_. By: (Print) Bill Bourque Chief Operations Officer (Title) (Name) DocuSigned by: Cara, S4�(t C70F214701884BE.. cara soffer (Print) Associate General counsel (Title) EXOS COMMUNITY SERVICES, LLC 25 Hanover Road, Building A, Suite 104 Florham Park, New Jersey 07932 Phone: (978) 257-2953 Contact: Bill Bourque Title: Chief Operations Officer Email: bbourque@teamexos.com Taxpayer I.D. No.: Page 7 of 9 City of National City and EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 EXHIBIT "A" SCOPE OF SERVICES 1. The CITY owns the real property commonly known as Las Palmas Pool, located at 1800 East 22nd Street, National City, California (the "Premises"). The CITY hereby engages CONTRACTOR to operate the Premises as of the Commencement Date. CONTRACTOR will operate the Premises for the benefit of the citizens of National City. Facilities to be operated include: the Olympic -size pool; the activity pool; the locker rooms; concession stand; pump and storage rooms; lobby; and administrative offices. 2. CONTRACTOR shall operate the Premises by providing for and facilitating open swim, learn to swim classes, learn -to -swim classes for third grade students in the National School District, aquatic exercise classes, lap swimming, and facility rentals for athletic teams or clubs. 3. CONTRACTOR shall endeavor to meet agreed upon benchmarks for expenses and revenues as outlined in Exhibit B. CONTRACTOR shall meet or exceed budgeted net operating surplus goals as set forth in Exhibit B. Financial results will be monitored by and reviewed with the CITY on a monthly, quarterly and annual basis. Budget adjustments shall be made monthly and quarterly, in order to meet budgeted net operating surplus goals. 4. CONTRACTOR shall provide an annual report to the City, which must contain the total number of National City residents who participated in CONTRACTOR events; all participants who participated in CONTRACTOR events; events and programs coordinated; facility rentals for athletic teams or clubs; and any other pertinent statistics. 5. CONTRACTOR shall recruit, hire and employ, as employees of CONTRACTOR, all persons who will work at, or provide services to the Premises, managed by CONTRACTOR. 6. CONTRACTOR is not responsible for repair and maintenance of the Premises, which includes improvements, landscaping, facility maintenance, janitorial maintenance, chemical maintenance and information technology. 7. The CITY shall pay CONTRACTOR a monthly management fee, actual payroll and staffing expenses, and marketing and administrative costs as set forth in Exhibit B. 8. Revenue collected by CONTRACTOR for its programing of open swim, learn to swim, aquatic exercise classes, lap swim, and facility rentals will be collected and handled by CONTRACTOR and deposited with the CITY. 9. CONTRACTOR shall assist the CITY with assessing current capital improvement needs and timelines for completion. In addition, CONTRACTOR shall assist CITY with identifying potential funding options for future Capital Improvement Projects, including but not limited to grants, capital campaigns, and fundraising. Standard Short Form Agreement Page 8 of I City of National City and Revised May 2019 EXOS Community Services, LLC DocuSign Envelope ID: 3FDB6AA8-AC5F-4D83-B6E1-068DFB43B427 EXHIBIT "B" - MANAGEMENT FEE 2020 Eas Palmas Pool Budget TO, Revenue In Marred on 20191 and Grade Lesm Ip Swim Swim.eeeana Alulera Swim 2020 AAA 2020 2020 2021 2021 2021 2021 .21 Fy2021 pual September October Nosornber December January FaMoory March Apnl May Jura Te.Y Poo Rentals Amencen Red Cross Pod Checkan lifeguard ILep0roup Easrco oRcl c IFocd On. PrWuna. etc 1 I� Payroll and Stalling Emaraes Wages -Guards scorn and lessons• .-admen.1. staff foe swxMpbc access Wages-Masters ystourses erh6catorVOInw Wages -Guards for Sweetwater undo. Mph School Dwuwt programs weg.awxds 1w Rental 0101.1p .-59.1c Group Exercise CI .Noll Burden-22 4 of payroll Sub TeW Martel,' and t,.we cam Du. 6 Aambusn p Meeting Ewnsa(mandatory monthly staff meetings) Undor Locker Room Sued wJan ton. Jandonal sendoe Office Supdoss 6 Expenses I.age R«mwnenwxwanuxaprolle Program Supplies 6 Expenses 800-Tg. 1644.Menayemmt F. 545. SI.00000 50 52503000 51860000 553.000 00 53 300 00 1.950.00 4.960.00 4950 CO 4950W 4.960.00 a.860.00 4860.00 4950.00 4.960.00 4.960.00 4.950.00 5.810.00 13.00000 10...00 1030000 1,250.00 0.00 0.00 000 0.00 650.00 1.750.00 1.750.00 13.03000 2.400.00 1.920.00 1.92000 100000 0.00 0.00 000 0.00 650.00 100000 1.000.00 2.400.00 0.00 000 0 00 000 0.00 0.00 000 000 000 0.00 0.00 0.00 0.00 0.00 0 00 000 000 0.00 000 000 000 000 000 0.00 0.00 0.00 0 00 0.00 000 0.00 000 000 000 000 0.00 0.00 0.00 0.00 0.03 0.00 0.00 0 00 000 000 000 000 000 0.00 3.000.00 3.000.00 3.1100.00 )000.00 2503.00 1.830.00 ].00000 3.000.00 ).00000 3000.00 1.000.00 1.03300 1.020.00 600.00 0.00 0.00 0.00 000 5500.00 50050000 01 500.00 1000.DO 6.331.CO 6.504 20 5.504.20 2.91203 1.93700 1.71080 2.067.00 2.06200 253500 291200 2.91200 6.638.. 11.0100 10114 0 3417* 0 6434700 020700- /23000 1005100 *15710- 12.261130 44.11200 14.112441111111113.40 162,500.00 114790.00 10.00 so 00 SO 00 50 00 $341]0.00 56,000 00 142,660.60 sm6.290.60 30000 200.00 AO 00 150.00 150.00 15000 15000 15000 20000 20000 20000 20000 $2 0 200.00 200.00 200 00 200.00 200.00 200.00 20000 200.00 200.00 20000 43000 200.00 52 250.00 100.00 10000 100.00 0.00 50000 0.00 150.00 15000 150.00 15004 35000 12 .0 0.00 0.00 000 250.00 000 000 000 0.00 000 500.00 0.00 0.00 1750.00 200.00 200.00 20000 100.03 6000 000 000 50.00 100.00 200.00 200.00 200.00 11500.00 0.00 0.00 0.00 0.00 0.00 000 0.00 0.00 000 000 0.00 0.00 W 00 150.00 15000 150 co t00.03 so oo so oo so 00 5000 50.00 5004 15000 150.00 N,150.00 000 0.m 000 0.03 000 0 00 000 000 000 000 000 0.00 5000 200.00 20000 .000 100 03 KS 00 000 0 00 0 00 100 DO NO 00 200 00 200 00 11,500.00 l00.00 1,060.00 1050.00 1,000.00 560.00 96000 400.3) 60000 800.00 1,M0.00 1.100.00 1.100.00 511,550.00 5.1.00 516400 51.00 5.164 00 5.164.5.164 00 5.164 00 5154005,5400516400 5.164 00 5 r64. 181.960.00 YA1allignu .SA1100f0/1Y0i3014M11IIIM Mama 143644. 10a12011]01400112M.Nm.P10e *MOO a.26tM 5s10M. , Matron. Coy School Dwmct Learn to Swan Payroll and 9 Frmwaes 400.00 400.00 400.00 400.00 2048.67 113752 2.280.85 1.41622 141522 ar NSD 003 000 000 0.00 000 WagesSearn to Scorn Class. N. 00 11 1.839.00 2.Z60.00 .416.00 .41800 Pa,. Burden 1.16991 1.O6B70 1.290.A 810.12 850.12 01dr9. 5069.58 4136.42 6.204.05 4071.34 4.071.34 26.1817 Program Suppkes 6 Expanses 500.00 0.00 000 000 0.00 4606 Tom ...not Expose for ACSO 6.169.55 6.136.42 6204.05 4.07134 4.07134 26.O822211 Me0.erro.6Faa I 808.891 9b679I 966.891 988.891 966.89I 4014415 Taal Expenses 3714500 40024. 38.90151 22.5.. 2013923 19393 03 15.58100 1978100 15.249 00 20.275.CO 20 37600 3a 392. 312295.A) Recreational Swim: �........ - Weekdays: July 2020. August 2020, September AA and June 2021 • Weekends: Ottpb. 2020, Marto 21st - May 21st 2021 Le- 1 lap 5440 GE%N - July through September 2020 (Weekdays and Saturday) - April through May 202315aturday4) Jury .rough September 2020, June 2021 (l3MM) • October 2023 Muth through May 2021(4 days per week) -July .rough Sep.mb. 2020, June 2021(5 classes per week) - October 2020 Much through May 2021(3 classes per week) Retwnu 310000000 venance 2.e04213 Standard Short Form Agreement Page 9 of 9 City of National City and Revised May 2019 EXOS Community Services, LLC Las Palmas Pool Reduced Operations & Budget Proposal June 16, 2020 FY21 Budget Proposal FY21 Pool Operations Expenses Revenue General Fund Subsidy Original $520,000 $150,000 Proposed $312,300 $314,900 $2,600 1.1111111111111111111 *Annual fixed costs of $200,000 in utilities and chemicals when open or closed • Increased rental revenue made possible by reducing community programs and increasing rental groups in months where participation decreases. • Lap swim, recreational swim, water aerobics and swim lessons offered June through September, with some programming in October and spring months. • Host rental clients and National School District learn to swim program during fall, winter and spring. FY19 & FY2O Revenue Analysis FY19 Actual Revenue Swim Lessons National School District 3rd Grade Swim Lessons Rental Groups Lap Swim, Rec Swim, & GEX American Red Cross Courses Masters Swim Team Product & Food Sales $229,777 $79,107 $40,000 $51,239 $46,417 $7,106 $3,705 $2,203 FY20 Estimated Revenue* Swim Lessons National School District 3rd Grade Swim Lessons Rental Groups Lap Swim, Rec Swim, & GEX American Red Cross Courses Masters Swim Team Product & Food Sales $291,000 $120,000 $40,000 $60,000 $50,000 $13,000 $3,500 $4,500 *Pool closed beginning mid -December due to maintenance and COVID-19. Approximate increase of $61,000 in revenue from FY18-19. FY21 Revenue Projections Program Swim Lessons National School District 3rd Grade Swim Lessons Rental Groups Lap Swim, Rec Swim, & GEX American Red Cross Courses Masters Swim Team Product & Food Sales Projected Revenue $120,000 $45,000 $75,000 $53,000 $18,600 so $3,300 $341,900 Difference from FY18-19 + $40,893 + $5,000 + $23,761 + $6,583 + $11,494 - $3,705 + $1,097 + $85,123 Notes Increased participation due to decreased rec swim hours Actual cost of expenses to host program Expand available hours for rental groups Offer additional courses with competitive pricing Cancel program Increased sales during team events Current & New Rental Group Revenue Current Rental Groups South Bay Aquatics Swim Club* South Coast Water Polo Club High Tech High School TOTAL *Received request for pool time Estimated FY20-21 Revenue $18,000 $24,000 $2,250 $44,250 New Rental Groups 11111111 ■ San Diego Shores Water Polo Club* Sweetwater Union High School District Southern Water Polo Club* Tri Club of San Diego San Diego Aquatics Club TOTAL Estimated FY20-21 Revenue $2,500 $2,250 $24,000 $1,000 $1,000 $30,750 Questions or Comments 6/10/2020 EXOS Mail - [EXT.] South Bay Aquatics E\'OS Dillon Delaney <ddelaney@teamexos.com> [EXT] South Bay Aquatics tom@paradowskisswim.com <tom@paradowskisswim.com> Wed, Jun 10, 2020 at 2:29 PM To: ddelaney@teamexos.com Dear City of National City, South Bay Aquatics has been a rental group at the Las Palmas Pool since its inception in 2001 and then prior to that as the National City Swim Club since the 1950's. We have used the Las Palmas primarily for long course training in the summers and would like to do so in the future. During this time of limited numbers of people able to participate at any one time, the pool would become more attractive to our organization. We are a team of over 250 athletes that we will need to find space for these young athletes to continue to pursue their dreams of athletic excellence. If the Las Palmas Pool would become available, the South Bay Aquatics swim team would be interested in discussing the use of the facility as both a training center and an event venue. We encourage you to keep the Las Palmas Pool in operation for the use of both the young and old aquatic members of our community. Thank you, Tom Paradowski Head Coach, South Bay Aquatics https://mail.google.com/mail/u/0?ik=94ec8e318e&view=pt&search=all&permmsgid=msg-f%3A1669149017441200738&si mpl=msg-f%3A16691490174... 1/1 EXOS Mail - [EXT] Interest in renting las palmas pool https://mail.google.com/mail/u/0?ik=94ec8e318e&view=pt&search=all... E'%'O S Dillon Delaney <ddelaney@teamexos.com- [EXT] Interest in renting las palmas pool Edgard Espinosa <espinosaedgard©yahoo.com> Mon, Jun 8, 2020 at 12:23 PM To: Dillon Delaney <ddelaney©teamexos.com> Hello Dillon, Southern water polo is ready, willing and able to rent the pool as soon as you reopen, hopefully soon, as you know, we are an established USAWP club that serves the south san diego community. We have about 120 members, 7 teams, and we need the water time, thank you! If you have any questions, please feel free to reach out to me, I am the director and president of the club, thank you! Edgard R. Espinosa Realtor BRE License #: 01321476 Premier Properties 2400 Fenton St. Suite 125 Chula Vista CA 91914 Direct: 619.988.6468 Email: espinosaedgard@yahoo.com Website: www.edgardespinosa.com From: Dan Way sdshoresboys@gmail.com Subject: [EXT] Date: June 3, 2020 at 10:41 AM To: Falon Leszczynski fleszczynski@teamexos.com Falon, San Diego Shores is looking for pool time and would like to rent the Las Palmas pool as soon as it will open. Dan Way San Diego Shores Boy's Director (858) 348-4400 RESOLUTION NO. 2020 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY 1) APPROVING A SERVICE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND EXOS COMMUNITY SERVICES, LLC TO PROVIDE AQUATIC PROGRAMS AND SERVICES AT LAS PALMAS POOL LOCATED AT 1800 EAST 22ND STREET FOR A TERM OF ONE YEAR ENDING JUNE 30, 2021 AND 2) AUTHORIZING THE CITY MANAGER TO EXECUTE THE SERVICE AGREEMENT WITH EXOS WHEREAS, on April 28, 2020, City Council voted to close Las Palmas Pool for Fiscal Year 2021 due to COVID-19 and as a cost saving measure; and WHEREAS, the closure of Las Palmas Pool is expected to save the City of National City ("City") approximately $370,000, however, annual fixed costs for pool utilities and chemicals remain at $200,000 whether the pool is open or closed; and WHEREAS, on May 13, 2020 the City gave EXOS notice that the Service Agreement between the City and EXOS for the operation of Las Palmas Pool would be terminated without cause effective July 17, 2020; and WHEREAS, on June 2, 2020 City staff presented a proposal to operate Las Palmas Pool with a net neutral budget based on extensive analysis of past usage, and a plan to reduce operating expenses and increase revenue; and WHEREAS, City staff recommends City Council's approval on a Service Agreement between the City of National City and EXOS Community Services, LLC to provide aquatic programs and services at Las Palmas Pool located at 1800 East 22nd Street for a term of one (1) year ending June 30, 2021. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City does hereby approve a Service Agreement between the City of National City and EXOS Community Services, LLC to provide aquatic programs and services at Las Palmas Pool located at 1800 East 22nd Street for a term of one year ending June 30, 2021. BE IT FURTHER RESOLVED by the City Council of the City of National City does hereby authorize the City Manager to execute the Service Agreement between the City of National City and EXOS Community Services, LLC. PASSED and ADOPTED this 16th day of June, 2020. Alejandra Sotelo Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones, City Attorney CONTRACT TRANSMITTAL FORM (Attach as cover sheet to Documents dropped off to City Clerk's Office) Date: S 2-3, 2020 From (Dept.): C_,C,Pkwyt un Se.ry I c e,S Submitted by (First & Last Name): ,\4 elegy b4ktI4ryt Vendor: F X 0 S Resolution: / NO Resolution No. (if applicable): .a 1-D — 120 3 4 Originals Provided to City Clerk (circle quantity) Duplicate Original Vendor has Copy Duplicate Original