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R-1249 - 03/26/2013 - SPORTS CORE - Resolutions Supporting DocumentsI'1EN 10111.2) 11 OF { OAIC 49 0 =0161M .) AGENDA ITEM Regular Board of Trustees Meeting of March 26, 2013 SUBJECT: Aquatic Facility Management Services Agreement - Sports Core FROM: Trey VanDyke, Sports Core Director BUDGET SOURCE/BUDGET IMPACT: Program 812 - Swimming Operations ($84,996.57) RECOMMENDED MOTION: I move that the Village Board approve Resolution R -1249 approving the waiver of competitive bidding and authorizing the execution of an agreement by and between the Village of Oak Brook and Jeff Ellis Management, LLC to provide management services to the Sports Core aquatic facility for the 2013 season. Background/History: In 2006 the Village privatized its aquatic facility management and lifeguard services. The selected vendor was and has continued to be Jeff Ellis Management, LLC (JEM). During this period of time, JEM has met or exceeded the Village's expectations for service. JEM continues to be the standard in the industry for lifeguard training and management. The term of the agreement will be from May 25, 2013 to September 2, 2013. Previous agreements with JEM were in the amounts of $72,090.00 in 2006, $70,632.00 in 2007, $70,060.00 in 2008, $79,500 in 2009, $80,954 in 2010, $81,954 in 2011, and $83,888 in 2012. This year's agreement is $84,996.57. The agreement attached is a draft. However, a few details are still being negotiated between the Village & JEM. A final version of the agreement will be provided on Tuesday. Recommendation' I recommend that the Village Board approve the attached Resolution. 0 Last saved by rkane V: \01 LegislativeGenMan \Agendas\AGENDA MEMOS\2013 Agenda Memos \032613\Aquatic Facility Management 2013 - Agenda Memo.doc Last printed 3222013 5:09 PM RESOLUTION 2013- SC- B &T /P- AG -EXI -R -1249 A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND JEFF ELLIS MANAGEMENT, LLC TO PROVIDE MANAGEMENT SERVICES TO THE SPORTS CORE AQUATIC CENTER WHEREAS, in 2006 the Village of Oak Brook ( "Village") privatized the facility management and lifeguard services for the Sports Core aquatic facility ( "Management Services "); and WHEREAS, Jeff Ellis Management, LLC ( "JEM") has provided Management Services to the Village since 2006; and WHEREAS, JEM has provided Management Services that have met or exceeded the Village's expectations; and WHEREAS, JEM has a reputation as being one of the top Management Services companies in the industry; and WHEREAS, the Village and JEM desire to enter into an agreement for JEM to provide the Village Management Services from May 25, 2013 through September 2, 2013 for an amount not to exceed $84,996.57 ( "Agreement'), which Agreement is attached to this Resolution as Exhibit A; and WHEREAS, the Director of the Sports Core recommends that the Village waive competitive bidding and approve the Agreement for Management Services; and WHEREAS, the President and Board of Trustees, being fully advised in the premises, have determined that it is in the best interests of the Village and its residents to so waive competitive bidding and to approve the Agreement for Management Services; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding requirements for the purchase of Management Services shall be, and they are hereby, waived in accordance with Section 1 -7-4 of the Village Municipal Code. Section 3: Approval of Purchase of Management Services. The purchase of Management Services from JEM in a total amount not to exceed $84, 996.57.00 shall be, and is hereby, approved. Section 4: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and JEM in substantially the same form as attached as Exhibit A and in a final form approved by the Village Attorney and Village Manager. Section 5: Execution of Agreement. The Village President and the Village Clerk shall be, and are hereby, authorized to execute the final Agreement on behalf of the Village. Section 6: Effective Date. This Resolution shall be in full force and effect from and after its passage by two- thirds of the Trustees and its approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] APPROVED THIS 26th day of March, 2013 PASSED THIS 2e' day of March, 2013 Ayes: Absent: Gopal G. Lalmalani Village President ATTEST: Charlotte K. Pruss Village Clerk Resolution 2013- SC- B &T/P- AG -EXI -R -1249 Sports Core Agreement with Jeff Ellis Mgmnt. For Aquatic Center Mgmt. Page 2 of 3 EXHIBIT A #12728204 vl Jeff Ellis Management, LLC. Oak Brook Bath & Tennis Club SERVICES AGREEMENT Jeff Ellis Management, LLC. 2 THIS SERVICES AGREEMENT (this "Agreement ") is made and entered into as of this 1st day of May, 2013, between Oak Brook Bath and Tennis Club (referred to herein as "Owner "), which has a mailing address of 700 Oak Brook Road, Oak Brook, Illinois 60523 -4601 and Jeff Ellis Management, LLC. (Referred to herein as "Vendor "), which has a mailing address of 508 Goldenmoss Loop, Ocoee, Florida 34761 -4783. WITNESSETH: WHEREAS, Owner desires to engage Vendor as an independent contractor to perform the hereinafter - described services and Vendor desires to be so engaged. NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows: 1. SCOPE OF WORK. (a) Vendor agrees to provide the Services and supply the Deliverables described in Appendix A, which is attached hereto. The scope of the Services may be modified upon the mutual written Agreement of the parties by revising Appendix A, which shall continue to be governed by the provisions of this Agreement. Services shall be provided for all aquatic facility locations set forth in Appendix A (b) In the event that additional assignments are agreed upon between Vendor and Owner, the parties shall execute addendums to this Agreement describing the additional assignments, including the fees, schedule and deliverables for that specific assignment. Jeff Ellis Management, LLC. 3 2. TERM /TERMINATION. The term of this Agreement shall be May 25, 2013 through September 2, 2013, unless this Agreement is sooner terminated as provided herein. This Agreement shall remain in effect until the sooner of. (a) the completion by Vendor of all services specified in all Appendices hereto; or (b) as otherwise provided in the Agreement. Should both parties agree, this Agreement may be renewed for up to two (2) years. Either party on thirty days prior written notice may terminate this Agreement. In the event of any such termination, Vendor shall be paid for all Services that it performed prior to such termination, including any authorized Services performed during the notice period. Upon completion of Services or earlier termination of this Agreement, Vendor and/or its employees and subcontractors shall return to Owner all data, materials and other work product, other than as defined in paragraph 8, in their then current condition and return to Owner all data and materials, and any copies of such data and materials in Vendor's possession, supplied to it in connection with this Agreement. 3. PAYMENT FOR SERVICES. (a) Owner agrees to pay Vendor in accordance with the Fees set forth in Appendix B of this Agreement. Vendor shall submit to the Project Manager (as defined in Article 13) an itemized monthly invoice for the Services rendered on an hourly basis by labor category and other services as set forth on Appendix B, and authorized expenses incurred. Invoices shall be payable within fifteen (15) days of receipt. Vendor may suspend services provided to Owner upon giving twenty -four hours written notice of past due accounts and permanently end services to Owner if past due accounts remain unpaid past ten days from the published written notice of past due accounts. Vendor will assess 1.5% monthly finance charges on all past due account balances. (b) Failure by Owner to pay past due accounts owed to Vendor constitutes a breach of this Agreement and justifies termination by Vendor if balance remains unpaid exceeding ten days after written notice is served to Owner. Jeff Ellis Management, LLC. 4 (c) Owner may, upon notice to Vendor, withhold payments for work not performed in compliance with this Agreement and/or reasonably question any item(s) reflected on Vendor's invoice. Pending the settlement or resolution of the issue(s), the non - payment of these items shall not constitute a default of this Agreement. Owner shall pay all amounts due that are not in dispute. In the event Owner withholds any payments from Vendor due to non - acceptance of any work, Owner shall concurrently provide Vendor with detailed written notice setting forth the reason(s) for such non- acceptance, and Vendor shall have a reasonable opportunity to correct such work. Upon such correction, the withheld amounts shall be promptly paid. If Vendor disputes Owner's contention that appropriate grounds exist for withholding payments, it may suspend the performance of Services hereunder until settlement or resolution of the issue, without being in default of this Agreement. 4. REIMBURSABLE COSTS AND EXPENSES. (a) Owner will reimburse Vendor's approved business expenses at cost or as otherwise set forth in Appendix B. (b) It is expected that all expenses associated with cost of materials, parts, and repair labor incurred by the Vendor, while conducting activities on behalf of Owner, will be at reasonable rates 'and that the Vendor will exercise prudence in incurring such expenses. 5. INDEPENDENT CONTRACTOR. (a) Vendor shall perform all Services hereunder as an independent contractor, and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. (b) Vendor also agrees not to be treated, or seek to be treated, as an employee of Owner for any purpose, including for the purposes of fringe benefits provided Jeff Ellis Management, LLC. 5 by Owner, or for disability income, social security taxes and benefits, Federal unemployment compensation taxes, State unemployment insurance benefits and Federal income tax withholding at sources. Vendor hereby represents that Vendor has and at all times will maintain timely payments of all taxes due to the Internal Revenue Service and all other government agencies, including withholding and all other taxes. 6. COMPLIANCE WITH LAWS. Vendor agrees to comply with all applicable Federal, state, county and local laws, ordinances, regulations and codes in the performance of its obligations under this Agreement, including but not limited to the procurement of permits, licenses and certificates where required and payment of applicable taxes. Vendor further agrees to hold harmless and indemnify Owner and its subsidiaries and affiliates against any loss or damage (including reasonable attorney's fees) that may be sustained by reason of the failure of Vendor to comply with such laws, ordinances, regulations and codes provided that Owner: (1) Promptly notifies Vendor in writing of the claim; and (2) Cooperates with Vendor in, and grants Vendor sole authority to control the defense and any related settlement. 7. COMPLIANCE WITH OWNER PROCEDURES. (a) Vendor agrees to comply with Owner's Drug Abuse Policy, which prohibits the selling, distributing, manufacturing, processing, using or being under the influence of illegal drugs or illicit narcotics (non prescriptive medication) as defined by the state in which the business is conducted and/or Federal Government, while on Owner business or on Owner premises. In the event that Vendor or any of Vendor's employees or subcontractors violates the aforementioned policy, said person will be barred from performing any further Services for Owner and Owner may terminate this Agreement. (b) Vendor agrees that it will comply with all of Owner's standard physical security procedures in place at Owner's locations where Vendor is performing work. Jeff Ellis Management, LLC. 6 (c) In the event this Agreement is terminated pursuant to the provisions of this Article no further liabilities or obligations shall accrue to Owner, except for any Fees due and owing for Services performed as of the time of such termination. 8. INDEMNIFICATION. (a) Vendor will defend, indemnify and hold Owner harmless from and against any claim that the Services, Deliverables or the Inventions delivered under this Agreement or Owner's use thereof infringe a patent, utility model, industrial design, copyright, trade secret, trademark or other third party intellectual property right or right of confidentiality in the country where Vendor performs Services, provided that Owner: (1) Promptly notifies Vendor in writing of the claim; and (2) Cooperates with Vendor in, and grants Vendor sole authority to control the defense and any related settlement. (b) Vendor will pay the cost of such defense and settlement and any costs, attorney's fees and damages awarded by a court of competent jurisdiction against Owner. If such a claim is made or appears likely to be made, Vendor may procure the right for Owner to continue using the Services, Deliverables, or the Inventions, or may modify, or may replace same. If use of the Services, Deliverables or Inventions is enjoined, Vendor will modify Services, Deliverables or Inventions and provide substitute Services, Deliverables or Inventions acceptable to Owner that do not infringe, or refund Owner for payments made for such Services, Deliverables or Inventions which are subject to any injunction. (c) Vendor shall separately defend, indemnify and hold Owner harmless from and against any claim, liability, loss, cost or expense (including reasonable attorneys' fees) arising out of or resulting from any personal injury or death Jeff Ellis Management, LLC. 7 to persons, or damage to property, in the performance of the Services caused by the negligence or willful misconduct of Vendor, Vendor's employees, agents, or subcontractors provided that Owner: (1) Promptly notifies Vendor in writing of the claim; and (2) Cooperates with Vendor in, and grants Vendor sole authority to control the defense and any related settlement. 9. LIMITATION OF LIABILITIES. Owner AND Vendor SHALL HAVE NO LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT IN EXCESS OF THE FEES AND EXPENSES PAID TO Vendor, EXCEPT PURSUANT TO Vendor's INDEMNIFICATION OBLIGATIONS CONCERNING THIRD PARTY CLAIMS AGAINST Owner UNDER ARTICLE 9. IN NO EVENT SHALL Owner AND Vendor BE LIABLE TO EACH OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF Owner AND Vendor HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. INSURANCE. Vendor shall obtain and maintain in force, at its own expense, throughout the performance of its obligations under this Agreement, insurance coverage against claims, regardless of when asserted, that may arise out of, or result from, Vendor's operations, the operations of Vendor's subcontractors and of any other entity directly or indirectly engaged by Vendor in connection with the Services as described in Appendix A. This insurance shall include the following coverage with limits no less than those set forth below: Comprehensive General Liability: Combined Single Limit (CSL) including broad form contractual liability and personal injury endorsements, providing coverage against liability for bodily injury, death, and property damages in the minimum amount of $2,000,000 CSL. Jeff Ellis Management, LIX. 8 Workers Compensation and Employer's Liability: Workers Compensation Insurance at maximum limits statutorily required for each state in which Vendor will operate under the terms of this Agreement, and Employer's Liability coverage in the minimum amount of $1,000,000. Comprehensive Automobile Liability: Comprehensive Automobile Liability in the minimum amount of $1,000,000 CSL per occurrence for bodily injury and property damage (covering owned and non -owned vehicles). Fidelity coverage for losses incurred as a result of dishonesty on the part of Vendor's employees, agents or subcontractors in the amount of $10,000. None of the requirements contained herein as to types, limits and approval of insurance coverage to be maintained by the Vendor are intended to and shall not in any manner limit the liabilities and obligations assumed by the Vendor under this Agreement. The aforementioned coverage may be provided in the form of a blanket policy. 11. TAXES. (a) The fees and charges reflected in Appendix B hereof are exclusive of any sales, use, personal property, value added and goods /services taxes. Where applicable, such taxes shall appear, as a separate item on Vendor's invoice and Owner shall be liable for the payment of such taxes to Vendor. (b) Notwithstanding the foregoing, Owner shall not be responsible for any foreign, federal, state or local taxes based on Vendor's net income or receipts, or such other taxes based on Vendor doing business in any particular jurisdiction. 12. REPRESENTATIONS AND WARRANTIES. (a) Vendor represents and warrants that the Services performed pursuant to this Agreement shall be performed in a professional manner by individuals well qualified to perform such work, and agrees to provide Owner, on request, with information concerning the individuals' experience, which affirms these qualifications. Jeff Ellis Management, LLC. 9 (b) Vendor hereby represents and warrants that the Services, the Deliverables, the Inventions, and any information, material, products, designs, specifications or instructions provided by Vendor, or the use of any of the foregoing, do not infringe any patent, utility model, industrial design, copyright, trade secret, trademark or any other third party intellectual property right or right of confidentiality in any country where Vendor performs Services or delivers Deliverables or Inventions. 13. PROJECT MANAGEMENT AND REVIEW MEETINGS. (a) Owner shall assign a Owner employee (the "Project Manager ") to manage the assignment and oversee the Vendor. The "Project Manager" is responsible for monitoring the Vendor's work, for review and approval of invoice documentation and shall act as the agent for the purpose of any notices required or given under this Agreement. Vendors direct interface with Owner shall be the assigned Owner Project Manager. The assigned Project Manager for this Project is: Owner Project Manager: Mr. Trey VanDyke Telephone Number: (630) 990 -3020 Owner Address: 700 Oak Brook Road, Oak Brook, Illinois 60523 -4601 (b) Unless otherwise provided, Vendor shall attend review meetings with Owner personnel every month during the term of the Agreement to discuss the progress of the Services and to report on and deliver work completed and in progress during the preceding two weeks. Jeff Ellis Management, LLC. 10 14. PUBLICITY. Both parties agree not to use the name of the other party or any of its affiliated companies in any sales or marketing publication or advertisement or make any public disclosure except as may be legally required, relating to this Agreement or the other party or any of its affiliated companies, without obtaining the prior written consent of the other party. 15. NON - SOLICITATION. During and for a period of one year following termination of this Agreement, each party will not, without prior written consent of the other party, hire or attempt to hire any employee of the other party or its subsidiaries or affiliates, who were involved in the performance of services hereunder. 16. NON - DISCRIMINATION. Vendor agrees to comply and to cause its agent(s) and/or subcontractors to comply with the provisions of all applicable federal, state, and local laws, regulations and executive orders relating to equal opportunity and nondiscrimination in employment, and the use of minority business enterprises, to the extent that any such laws, orders and regulations are applicable in the performance of their work hereunder. For the purpose of this Agreement, the provisions of such laws, orders and regulations shall be deemed an integral part of this Agreement to the same extent as if they were written at length herein. 17. NON - SUBORNATION. Each Party agrees that in performance of its obligations under this Agreement, it will not make or offer to make any payments to, or confer, or offer to confer any benefit upon any employee, agent or fiduciary of any third party, with the intent to influence the conduct of such employee, agent or fiduciary in relation to the business of such third party, in connection with this Agreement. 18. WORK POLICY. Jeff Ellis Management, LLC. 11 (a) Vendor agrees to observe the working hours, work rules, building security measures and holiday schedule of Owner when on Owner premises, which will be provided to Vendor upon request; provided, however, that adherence to such working hours and schedules shall not constitute justification for non- accomplishment of agreed upon schedules and deadlines. (b) Vendor further agrees to employ all reasonable efforts to meet Owner's assignment deadlines and documentation standards, as applicable. Unless otherwise agreed upon, Vendor shall meet with Owner personnel to discuss and review the progress of the current assignment on a regular basis. 19. GENERAL PROVISIONS. (a) Paragraph Headings. Paragraph headings are for convenience only and shall not be a part of the Terms and Conditions of this Agreement. (b) Waiver. Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of this Agreement or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action. (c) Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect. (d) Subcontractors. Owner reserves the right of approval of all subcontractors, which approval will not be unreasonably withheld by Owner. Approval of any subcontractor by Owner shall not constitute the superseding or waiver of any right of Owner to reject work, which is not in conformance with its standards or this Agreement. Vendor shall be fully responsible for its subcontractors. Nothing in this Agreement shall be construed to create any contractual relationship between Owner and any subcontractor, nor any Jeff Ellis Management, LLC. 12 obligation on the part of Owner to pay or to see to the payment of any money due any subcontractor as may otherwise be required by law. (e) Record Retention. Vendor agrees to maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Vendor's charges hereunder. Vendor shall preserve such records for a period of not less than three years after completion of the pertinent Services. Owner shall have access to such records for purposes of audit through an accounting firm selected and paid by Owner, provided Owner shall be limited to one audit. Any such review of Vendor's records shall be conducted upon not less than seven (7) calendar days prior written notice at a place where Vendor's records are customarily maintained at reasonable times during normal business hours. (f) Assignment. Neither party may assign any rights or obligations under this Agreement without the prior consent of the other; provided, however, that Owner may assign any rights or obligations to a subsidiary or affiliate or to any third party assuming all or part of the business function of the Owner unit which will receive the Services and Deliverables provided hereunder upon notice to Vendor. (g) Modification. No modification, waiver or amendment of any term or conditions of this Agreement shall be effective unless and until it shall be reduced to writing and signed by both of the parties hereto or their legal representatives. All legally required amendments will automatically become part of this Agreement ten days after notification to both parties. (h) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Illinois as if the Agreement were made in Illinois for performance entirely within the State of Illinois. Both parties consent to jurisdiction and venue in the state and federal courts of the State of Illinois. (i) Complete Agreement. This Agreement together with Appendix A, Appendix B and Appendix C constitutes the entire Agreement of the parties with respect to its subject matter and may not be modified in any way except by Jeff Ellis Management, LLC. 13 written Agreement signed by both parties. There are no other Agreements either express of implied with regard to this subject matter. 19. PROPRIETARY INFORMATION. All Services and Deliverables provided to the Owner, as set forth in this Agreement by Vendor shall remain the property and/or intellectual property of the Vendor. Owner agrees to treat all proprietary information provided by Vendor as confidential and shall refrain from using or sharing with other parties unless it receives written permission from Vendor. IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the day and year first set forth below. Vendor: Jeff Ellis Management, LLC By: Print Name: Elaine Cinelli Title: VP - Business /Finance Title: Date: Date: Owner: Oak Brook Bath and Tennis Club By: Print Name: Jeff Ellis Management, LLC. 14 APPENDIX A SERVICES AND DELIVERABLES Scope 1. Vendor agrees to provide Services and Deliverables to operate the aquatic facilities owned by the Owner at the following location(s): 700 Oak Brook Road, Oak Brook, Illinois 60523 -4601 2. Vendor will perform the following professional aquatic facility management services for the Owner's aquatic facilities identified above: a. Vendor shall employ, train, assign, schedule, and supervise employees to safely operate said aquatic facility or facilities pursuant to the guidelines set forth in the "Comprehensive Aquatic Risk Management Program" manual that is published by Jeff Ellis & Associates, Inc. for the term of this Agreement. b. Vendor will administer, supervise and otherwise manage the daily operations of said aquatic facility or facilities for the term of this Agreement. c. Vendor will provide general cleaning, sanitation, organization, and maintenance of the front gate and/or admissions area, locker rooms, lavatories, showers, pool decks, water attractions, spas, swimming pools, filtration rooms, pumps and other aquatic facility equipment for said aquatic facility or facilities for the term of this Agreement. d. Vendor will sanitize, vacuum, operate filtration equipment and otherwise maintain water quality for all aquatic facility or facilities spas and swimming pools identified in Appendix A. e. Vendor will administer, schedule and conduct swimming lessons, and provide other aquatic educational /recreational programs for said aquatic facility or facilities for the term of this Agreement as specifically requested by Owner. Jeff Ellis Management, LLC. Lb f. Vendor shall perform the following pre- opening tasks to prepare for daily operation of said aquatic facility or facilities: i. Organize, sanitize, make ready and otherwise prepare the front gate and/or admissions area for a timely opening according to the published aquatic facility- operating schedule mutually agreed upon by Vendor and Owner. ii. Organize, sanitize, make ready and otherwise prepare the locker rooms, lavatories, and showers for daily operation. iii. Organize, sanitize, make ready and otherwise prepare pool decks, furniture, water attractions, spas, and swimming pools for daily operation. iv. Operate and maintain swimming pool filtration equipment to achieve optimal water quality. v. Distribute, ready and position emergency rescue equipment for use. g. Vendor shall perform the following daily operational services for said aquatic facility or facilities: i. Assign and schedule the aquatic facility manager and/or supervisor to provide management oversight for daily operation. ii. Assign and schedule the lifeguards and/or attendants to provide general supervision for daily operations. iii. Maintain general cleanliness of the aquatic facility premises during daily operation. h. Vendor shall perform the following closing tasks at the end of daily operation for said aquatic facility or facilities: i. Collect and remove trash from all facility trash receptacles. ii. Collect and store emergency rescue equipment for future use on a daily basis. iii. Organize, sanitize, make ready and otherwise prepare the front gate and/or admissions area for a timely opening according to the published aquatic facility- operating schedule. Jeff Ellis Management, LLC. 16 iv. Organize, sanitize, make ready and otherwise prepare the locker rooms, lavatories, and showers for daily operation. v. Organize, sanitize, make ready and otherwise prepare pool decks, furniture, water attractions, spas, and swimming pools for daily operation. vi. Operate and maintain swimming pool filtration equipment to achieve optimal water quality. 3. Vendor will provide, maintain and operate the following emergency rescue equipment for said aquatic facility or facilities: a. Automatic External Deliberator b. Supplemental Oxygen Support Unit c. Bag Valve Mask d. Oral Suction Device e. Seal Easy Mask(s) f. Rescue Tube(s) g. Life Jacket(s) h. Spinal Management and Extrication Board 4. Vendor develop and Emergency Action Plan pursuant to the guidelines set forth in the "Comprehensive Aquatic Risk Management Program" manual published by Jeff Ellis & Associates, Inc. for said aquatic facility or facilities. Term 1. The term of this Agreement shall be May 25, 2013 through September 2, 2013. Operating Schedule 1. Vendor shall operate said aquatic facility or facilities according to the terms set forth in the operating schedule submitted and mutually agreed upon by the Vendor and Owner as described in Appendix C. 2. Vendor reserves the right to temporarily close said aquatic facility or facilities for sanitation or biohazard incidents, weather or chemical emergencies, when ambient air temperatures fall below sixty -seven degrees Fahrenheit (67 o F), or when safety of guests is compromised. Vendor agrees to notify Owner when temporarily aquatic Jeff Ellis Management, LLC. 17 facility closings occur and provide an explanation for said closing. Vender agrees to re -open said aquatic facility or facilities when said hazard is rectified or eliminated. Jeff Ellis Management, LLC. 18 APPENDIX B Service Fees and Deliverables Costs Vendor's Management Fee $5,000.00 Insurance $2,637.57 Labor $75,359 Maintenance Support $1,000 Logistical Support $1,000 Materials, Parts and Chemicals $0.00 Other- $0.00 CONSULTING AGREEMENT TOTAL COST $84,996.57 Payment Schedule Amount Due Amount Due Amount Due Amount Due on or before on or before on or before on or before 5/01/2013 6/01/2013 7/01/2013 8/01/2013 $ 21,249.14 $ 21,249.14 $ 21,249.14 $ 21,249.14 Owner agrees to deliver above installment payments to Vendor's business address by the specified delivery dates as follows: Jeff Ellis Management, LLC. Attention: Elaine Cinelli 508 Goldenmoss Loop Ocoee, Florida 34761 -4783 (800) 742 -8720 Jeff Ellis Management, LLC. 19 APPENDIX C Vendor agrees to operate and staff said aquatic facility or facilities pursuant to the terms specified by the following agreed upon operating schedule: Pre- Season/Post Season Operating Calendar: May 25 -27, August 19 -Sept. 2. Dates 2013 Main Pool Diving Pool Children's Pool Beach May 25,26,27 10 AM — 8PM Noon — 7 PM 10 AM — 8PM 10 AM — 4 PM August 19 -23 3PM — 8PM 3 PM — 8 PM 3 PM — 8 PM CLOSED August 24 &25 10 AM — 8PM Noon — 7 PM 10 AM — 8PM 10 AM — 4 PM August 26 -30 3PM -- 8 PM 3PM — 8PM 3PM — 8PM CLOSED August 31 September 1, 2 10 AM — 8PM Noon — 7 PM 10 PM — 8 PM 10 AM — 4 PM Regular Season Operating Calendar: May 28- August 18 Dates 2013 Main Pool Diving Pool Children's Pool Beach Monday- Thursday 10 AM — 8PM Noon — 7 PM 10 AM — 8PM Noon — 6 PM Friday- Sunday 10 AM — 8PM Noon — 7 PM 10 AM — 8PM 10 AM — 4 PM NOTE: The Vendor adds 30 minutes prior to opening and 30 minutes after closing for a total of one additional hours per operating day to the above operating schedule to allow its employees to complete pre- opening and post - closing responsibilities. Accordingly, one additional labor hour is factored into daily operating schedule shown above.