1 ~! RESOLUTION: SC-R CUMBERLAND SCHOOL DEPARTMENT A RESOLUTION AUTHORIZING AND EMPOWERING THE SCHOOL COMMITTEE TO EXECUTE A THREE YEAR CONTRACT WITH MUIR AQUATICS OF WARWICK, RI FOR POOL MANAGEMENT SERVICES BE IT RESOLVED BY THE CUMBERLAND SCHOOL DEPARTMENT OF CUMBERLAND AS FOLLOWS: WHEREAS: The Cumberland School Department issued a request for proposals for pool management services; WHEREAS: it was determined that Muir Aquatics was able to provide such services, make needed capital repairs and improvements and pay the school department a rental fee; NOW THEREFORE, BE IT RESOLVED BY THE CUMBERLAND SCHOOL COMMITTEE OF THE TOWN OF CUMBERLAND RHODE ISLAND AFTER DISCUSSION & VOTE AS FOLLOWS: SECTION 1: The Cumberland School Committee hereby empowers the Superintendent of Schools to execute a contract with Muir Aquatics of Warwick, Rl. SECTION 2: THIS RESOLUTION SHALL BECOME EFFECTIVE IMMEDIATELY UPON ITS PASSAGE BY THE CUMBERLAND SCHOOL COMMITTEE DATE ADOPTED: 6/25/2013 r;\~':>\ \J::> ATRUECOPY,ATTEST:.~1Lk G-. JL-( CLE, SCHOOL COMMITTEE
2 AGREEMENT BETWEEN THE CUMBERLANDSCHOOLDEPARTMENT AND MUIR AQUATICS D/B/A ENVIOUS SWIMMING FOR POOL MANAGEMENT SERVICES This Agreement is entered into on this day of June, 2013 by and between the Cumberland School Department ("the District") and Muir Aquatics, LLC d/b/a Envious Swimming, a Rhode Island Corporation ("the Contractor). RECITALS WHEREAS, the District wishes to engage the services of the Contractor for the purposes of managing the pool at Cumberland High School; WHEREAS, the Contractor is willing to have its services engaged in such position on the terms and conditions hereinafter set forth; and NOW, THEREFORE, for the reasons set forth above, and in consideration of the mutual promises and considerations hereinafter set forth, the District and the Contractor hereby agree as follows: SECTION 1. DUTIES AND RESPONSIBILITIES OF THE CONTRACTOR 1.1 The Contractor shall manage and operate the District's swimming pool, located at Cumberland High School, seven (7) days per week, with operating hours from 6:00 a.m. through 10:00 p.m. 1.2 The contractor shall hire, train, schedule, pay, and maintain qualified staff to operate the swimming pool. The Contractor shall provide lifeguards, swim lesson instructors, group class instructors, and on deck supervisors. 1.3 The Contractor reserves the right to contract with and supervise outside programs and/ or instructors, including, but not limited to, additional pool rentals for swim lessons, swim teams, parties, therapy groups and any other party wishing to rent the pool. 1.4 The Contractor shall be responsible for ensuring a safe and clean facility and be responsible for: (a) (b) (c) (d) Testing and adjusting chlorine levels manually; Ordering and administering all chemicals and treatments, 1n accordance with all safety guidelines; Monitoring and adjusting the filtration system manually; and Cleaning and maintaining the pool area and pool locker rooms.
3 1.5 Capital Improvements. The Contractor shall repair and/ or replace the following facility issues, in accordance with the agreed to schedule: (a) (b) (c) (d) (e) (f) (g) (h) (i) The Contractor shall reconfigure the multi-stall tower showers inside the girls' locker within the first two (2) months of the Agreement; The Contractor shall install a handicap accessible lift, if necessary, to meet the American with Disabilities Act (ADA) standards and requirements; The Contractor shall repair or install an automatic water level control system within the first six (6) months of the Agreement; The Contractor shall rebuild the mixing value in the boys' locker room in order to control the temperature of the hot water within sixty (60) days of signing this Agreement; The Contractor shall repair the starting blocks within thirty (30) days of signing this Agreement. The starting blocks will be replaced, if necessary. The Contractor shall monitor, repair and/ or replace all lanes lines, as necessary; The Contractor shall repair the Dectron unit, which is necessary to adequately heat the pool water and cool and dehumidify the air inside the pool within the first three (3) months of this Agreement by replacing the three-way reclaim valve; The Contractor shall build bench and storage seating around the facility to allow for additional seating areas; The Contractor shall provide new equipment for the facility, as needed G) The Contractor shall maintain the filtration system. If said system is required to be replaced, the Contractor shall replace the system. (k) The Contractor shall be responsible for ensuring the swimming pool is adequately covered with a pool cover on or before September 30, High School Swim Team. The Cumberland High School Swim Team ("Swim Team'') shall receive first priority in scheduling swim practices, competitions, and activities. The Contractor shall ensure that the Swim Team shall have at least two (2) hours of pool time, five (5) days per week during the high school swim season. The contractor will not schedule any event when the Swim Team is scheduled to host an event. All events must be communicated to the Contractor at least twenty one (21) days in advance or within a reasonable time. The Contractor will provide Swim caps and T-shirts for the Swim Team and offer wholesale pricing on goggles for those members who need them Activities. The Contractor shall provide the following activities at the facility: (a) Open Swim. The Contractor agrees to schedule Open Swim sessions:
4 (1) Cumberland residents shall be admitted for the cost of Three Dollars ($3.00) per adult and Two Dollars ($2.00) per child under eighteen (18) years of age. One (1) infant shall be admitted, at no additional cost, with the purchase of an adult admission. Cumberland residents must be required to show a valid driver's license to prove residency. (2) Non-Cumberland residents shall be admitted for the cost of Five Dollars ($5.00) per adults and Four Dollars ($4.00) per child under the age of eighteen (18) years of age. One (1) infant shall be admitted, at no additional cost, with the purchase of an adult admission. (b) The Contractor shall be permitted to offer the following activities at the facility: (1) Lifeguard Certification/Training Courses (2) CPR and First Aid Certification/Training Courses (3) Masters Swimming (4) Triathlon programs (5) Stroke technique and Endurance training classes (6) Pool Circuit Training (dry-land and water combination training) (7) Swim Camps (8) Gym for Swim Parents (9) Water Aerobics (1 0) Envious Swimming Boot Camps (11) Rehabilitation and Physical Therapy (12) Birthday Party /Private Pool rentals (13) Pool rental to USA Swimming Club Teams (14) The Contractor agrees to communicate other programs to the Superintendent and/ or his designee for approval before commencing. The District has the right to deny the Contractor from conducting any activities deemed inappropriate. The District agrees that approval shall not be unreasonably withheld.
5 SECTION 2. DUTIES AND RESPONSIBILITIES OF THE DISTRICT 2.1 The District shall provide the Contractor with twelve (12) parking spaces near the Wellness Center, which shall be identified as parking for pool use only. 2.2 The District shall provide the Contractor with access to, and use of, the premises in a manner reasonably sufficient to permit the Contractor to provide the services described in this Agreement. 2.3 The District shall maintain said premises in a safe and usable condition. 2.4 The District shall provide reasonable assistance to the Contractor to promote the availability of its programing. SECTION 3. TERM 3.1. The term of this Agreement shall be for three (3) years, commencing July 1, 2013, and continuing thereafter, unless terminated as hereinafter provided. 3.2 Said Agreement may be renewed for additional one (1) year terms thereafter upon such terms and conditions as are mutually agreeable by the parties hereto. The parties may, by mutual agreement in writing, extend or renew this contract for additional periods provided, however, that the extension, when combined with the existing term of balance thereof, shall not exceed three (3) years. Each party agrees to provide at least ninety (90) days notice regarding their intention to renew or terminate the Agreement. In the event the School Committee does not affirmatively vote to extend or renew this Agreement, the Agreement is hereby terminated as of June 30,2016. SECTION 4. RENTAL FEES 4.1. The Contractor shall make the following rental payments to the District: (a) A base rent of Two Thousand Four Hundred Dollars ($2,400.00) per month, with a total annual rental of Twenty Eight Thousand Eight Hundred Dollars ($28,800.00) during the first year of the Agreement, beginning July 1, 2013 through June 30, 2014; (b) A base rent of Two Thousand Six Hundred Dollars ($2,600.00) per month, with a total annual rental of Thirty One Thousand Two Hundred Dollars ($31,200.00) during the second year of the Agreement, beginningjuly 1, 2014 through June 30, 2015; and (c) A base rent of Two Thousand Eight Hundred Dollars ($2,800.00) per month, with a total annual rental of Thirty Three Thousand Six Hundred Dollars ($33,600.00) during the third year of the Agreement, beginning July 1, 2015 through June 30,2016.
6 SECTION 5. INSURANCE 5.1 The contractor shall carry all required insurances and hold the District harmless from potential liability claims. 5.2 The Contractor shall purchase and maintain insurance which shall protect it from claims arising out of or resulting from its activities under this Agreement, whether those activities are performed by the Contractor, by any subcontractor, or by anyone directly or indirectly employed by the Contractor or its agent. 5.3 The Contractor shall submit proof of coverage under the Workman's Compensation insurance system of the State of Rhode Island or other similar benefit acts. 5.4 The Contractor shall name the District as an additional insured and shall submit a valid certificate of insurance. All coverage shall be on an "Occurrence" form with minimum acceptable coverage's as follows: (a) Worker's Compensation: 1. State and Federal: Statutory 2. Employer's Liability: $100,000 per accident $500,000 Disease Policy Limit $100,000 Disease Each Employee 3. Bodily Injury: $1,000,000 each Occurrence/$1,000,000 Aggregate 4. Property Damage: $1,000,000 each Occurrence/$1,000,000 Aggregate 5. Products and Completed Operations: $1,000,000 each Occurrence/ $1,000,000 Aggregate 6. Contractual Liability: a. Bodily Injury: $1,000,000 each Occurrence/$1,000,000 Aggregate b. Property Damage: $1,000,000 each Occurrence/$1,000,000 Aggregate c. Comprehensive Automobile: $1,000,000 Bodily Injury /Property Damage d. Business Automobile Insurance: $1,000,000 Combined Single Limit Liability Insurance 5.5 The company providing insurance and bonds shall be a duly authorized insurance company with a rating of "A" or greater as rated by the A.M. Best Co., and must be listed on
7 Department of Treasury Circular #570, and which is satisfactory to the District and authorized to do business in the State of Rhode Island. 5.6 If the District permits the Contractor to use any of the District's equipment, tools or facilities, such use shall be gratuitous and the Contractor shall release the District from any responsibility arising from claims for personal injuries, including death, arising out of the use of such equipment, tools or facilities, irrespective of the condition thereof or any negligence on the part of the District permitting their use. SECTION 6. Termination: 6.1 Contractor shall have the right to terminate this Agreement with ninety (90) days prior written notice to the District in the event that the District fails to perform any material obligation pursuant to this Agreement, after written notice from Contractor and a period of ninety (90) days to cure the material default. 6.2 The District shall have the right to terminate this Agreement prior to expiration of the stated term in the event Contractor fails to perform any material responsibility under the terms of this Agreement, provided that prior to termination the District shall give Contractor written notice and a period of ninety (90) days to cure the material default described in the District's notice. SECTION 7. Compliance with Laws 7.1 The Contractor agrees to exercise its best efforts to comply in all material respects with any applicable federa~ state, or local laws and regulations in providing the services contemplated by this Agreement, provided that the District shall be solely responsible for ensuring that the facilities made available to Contractor for operation of the program comply with all applicable laws related to the use of those facilities for the purposes described in this Agreement. In the event the action, inaction and/ or negligence of the Contractor and/ or its employees, representatives and/ or agents creates a condition at the District causing the District facilities to not comply with any applicable laws related to use of the facilities for the purposes described in this Agreement, the Contractor, and not the District, shall be solely liable for repair of such condition. SECTION 8. Notices 8.1 All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered or sent by hand delivery, recognized overnight courier or registered or certified mail, postage fully prepaid and addressed to the recipient at its address set forth below, or to such other address as a party may by proper notice designate, and shall be deemed given in the case of hand delivery upon delivery to the recipient's address, in the case of overnight courier one (1) day after deposit with such courier and in the case of mailing four ( 4) days after deposit in the mail. The parties' notice addresses are as set forth below:
8 A. Notice to the District shall be sent to: Cumberland School Department Attn: Mr. Alex Prignano Business Manager 2602 Mendon Road Cumberland, Rhode Island B. Notices to Contractor shall be sent to: Muir Aquatics, LLC d/b/a Envious Swimming Attn: Mr. Marshall Muir 160 Wellington A venue Warwick, Rhode Island SECTION 9. MISCELLANEOUS 9.1 Maintenance of Records. The books, records, and documents of the respective parties to this Agreement insofar as they relate to work performed or money paid or received under this Agreement, shall be maintained for a period of three (3) full years; or for the period required by law from the date of final payment and will be subject to audit, at any reasonable time and upon reasonable notice by the other party or its duly appointed representatives. 9.2 Maintenance of Property. Any School property, including but not limited to books, records, and equipment, that is in Contractor's possession shall be maintained by Contractor in good condition and repair, ordinary wear and tear excepted, and shall be returned to the District by Contractor upon termination of this Agreement. Any of Contractor's property, including but not limited to books, records, and equipment, that is in the District's possession shall be maintained by the District in good condition and repair, ordinary wear and tear excepted, and shall be returned to Contractor by the School upon termination of this Agreement. 9.3 Employment Practices. Contractor shall not engage in any employment practices that involve discrimination based on race, creed, color, national origin, age, or sex, or which is in violation of applicable laws concerning the employment of individuals with disabilities. 9.4 Non-discrimination. Contractor, without discrimination as to race, color, gender, national origin, creed, religious beliefs, or ethnicity will not exclude children with disabilities from their programs unless their presence would pose a direct threat to the health or safety of themselves or others or require a fundamental alteration of the program in order for them to attend. Contractor will make reasonable accommodations to their policies and practices to integrate children, parents, and guardians with disabilities into their programs unless doing so would constitute a fundamental alteration of the program. 9.5 Indemnification. The Contractor shall accept full and complete responsibility for the operation and supervision of the programs it operates at the premises during the term of this Agreement and holds the District free, harmless and indemnified from and against any and all
9 claims, suits, or causes of action resulting from or out of the operation of the Contractor's afterschool program at the premises. 9.6 Affidavit of Employee Criminal Background Check. During the term of this Agreement, Contractor shall maintain records to verify that each employee who is engaged or utilized by Contractor to provide child care services pursuant to this Agreement will have undergone a state and national criminal background check. Evidence of criminal background checks shall be provided to the District prior to commencement of performance of this Agreement. Throughout the term of this agreement, Contractor shall provide updated background checks upon the employment of new personnel. Contractor agrees not to employ in the Program any person who is a registered sex offender, is charged with a crime involving a sexual assault of any type, is charged with or convicted of a felony, or is charged or convicted of an assault on a child of any age. The District reserves the right to refuse entry onto school premises of any agent, representative or employee of Contractor. In the event the District prohibits entry onto school premises of any agent, representative or employee of Contractor, the District shall notify the Contractor's agent and the reason for such refusal of access Annual Sex Offender Registry Check. In accordance with Rhode Island General Law, the Contractor shall annual ensure all employees or contracted personnel in direct interaction or contact with the District's students are not listed on the Rhode Island or National Sex Offender Registries. Any person listed on such registries shall not be allowed to provide services in the District under any circumstances. 9.8 Attorney Fees. In the event either party deems it necessary to take legal action to enforce any provision of this Agreement, each party in such legal action shall assume responsibility of respective expenses of such action. 9.9 Assignment. The provisions of this Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the parties hereto, to the extent allowed by law. Any assignment of this Agreement by either party shall not relieve the assigning party from its obligations hereunder unless agreed upon in writing by the other party Entire Agreement. parties with respect to the subject obligation of the parties. This Agreement sets forth the entire agreement between the matter herein and shall govern the respective of duties and 9.11 Modification of Agreement. This agreement may be modified only by written amendment executed by all parties Force Majeure. No party shall have any liability to the other hereunderby reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of government, act of public enemy, or other cause similar or dissimilar in nature beyond its control Governing Law. The validity, construction and effect of this Agreement and any and all extensions and/ or modifications thereof shall be governed by the laws of the State of Rhode Island.
10 9.14 Severability. Should any provision of this agreement be declared to be invalid by any court of competent jurisdiction, such provision shall be served and shall not affect the validity of the remaining provisions of this agreement. IN WI1NESS WHEREOF, the authorized representatives of each of the parties, each representing to the other that this Agreement has been duly approved by all required action of the governing body of their represented party and that they have been authorized to execute and deliver this Agreement on behalf of their represented party, have executed this Agreement in the capacities set forth below, effective as of the day and year ftrst above written. Muir Aquatics, LLC d/b/a Envious Swimming Cumberland School Department