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HomeMy WebLinkAbout2006-318 -f" ~- . '. . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2006-318 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE A SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND COAST SOCCER LEAGUE TO PROVIDE MANAGEMENT SERVICES AT THE SAN BERNARDINO SOCCER COMPLEX. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City a Services Agreement with Coast Soccer League, a copy of which is attached hereto, marked Exhibir"A" and incorporated herein by reference as though fully set forth at length. SECTION 2. The authorization to execute the above referenced agreement is rescinded if the parties to the agreement fail to execute it within thirty (30) days of the passage of this resolution. SECTION 3. The term of the Services Agreement is from September 1, 2006 through December 31, 2006; therefore, any action taken between September 1,2006 and the date that this Services Agreement is executed is hereby ratified. III III III III III III III III 1 2 3 4 5 6 7 8 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE A SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND COAST SOCCER LEAGUE TO PROVIDE MANAGEMENT SERVICES AT THE SAN BERNARDINO SOCCER COMPLEX. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a j t. regular meeting thereof, held on the 5th day of September , 2006, by the following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 ESTRADA x 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BAXTER x VACANT DERRY x KELLEY x JOHNSON x MC CAMMACK -1L- 2006. ~~k'~;y~ The foregoing resolution is hereby approved this 1fA.. day of September ~~/. //~ Wen McCamrnack, Mayor Pro Tern City of San Bernardino Approved as to Form: I 2006-318 1 SERVICES AGREEMENT September 2 This Agreement is entered into this ~ day of Mlgui 2006, by and between COAST 3 SOCCER LEAGUE, ("CONSULT ANT") and the CITY OF SAN BERNARDINO ("CITY" or "San 4 Bernardino"). 5 WITNESSETH: 6 WHEREAS, the Mayor and Common Council has determined that it is advantageous and 7 in the best interest of the City of San Bernardino to engage a firm to provide management services 8 to the San Bernardino Soccer Complex ("Complex"); 9 WHEREAS, CONSULT ANT possesses the skills and ability to provide said services for the 10 CITY; 11 NOW, THEREFORE, the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 For the remuneration stipulated, San Bernardino hereby engages the servIces of 14 CONSULTANT to conduct management services as set forth in Exhibit "A," attached hereto, and 15 incorporated herein by reference as though fully set forth at length. City shall have the rights, duties 16 and obligations, as set forth in Exhibit "B," attached hereto, and incorporated herein by reference as 17 though fully set forth at length. 18 2. 19 COMPENSATION AND EXPENSES. a. For the services delineated above, CITY shall pay to the CONSULT ANT the sum of 20 Seven Thousand Eighty Three Dollars ($7,083.00) each month for the :rervices provided. 21 b. No other expenditures made by CONSULT ANT shall be reimbursed by CITY 22 without the prior written approval of the Mayor. 23 3. TERM; SEVERABILITY. 24 The term of this Agreement shall be for a period commencing on September 1, 2006, and 25 terminating on December 31,2006, unless previously modified, amended, or cancelled by the written 26 mutual consent of the parties. 27 This Agreement may be terminated at any time by thirty (30) days written notice by either 28 party. The terms of this Agreement shall remain in force unless mutually amended. The parties DHC/js [Coast Soccer \Coast Services Agreement. August 2006] Page I I 2006-318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 agree to meet and confer on the possibility of entering into an agreement to provide further services following the termination of this Agreement. 4. INDEMNITY. CITY agrees to indemnify and hold harmless CONSULTANT, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. CONSULTANT agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CONSULTANT's negligent acts or omissions arising from the CONSULT ANT's performance of its obligations under the Agreement. In the event the CITY and/or the CONSULTANT is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or CONSULTANT shall indemnify the other to the extent of its comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, CONSULT ANT shall maintain in effect policies of comprehensive public, general and professional liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, CONSULTANT shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, ethnic background or country of origin. /1/ DHCljs [Coast Soccer \Coast Services Agreement - August 2006] Page 2 2006-318 1 7. INDEPENDENT CONTRACTOR. 2 CONSULT ANT shall perform work tasks provided by this Agreement, but for all intents and 3 purposes CONSULT ANT shall be an independent contractor and not an agent or employee of the 4 CITY. CONSULT ANT shall secure, at its expense, and be responsible for any and all payment of 5 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 6 Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and 7 employees, and all business licenses, if any are required, in connection with the services to be 8 performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQillREMENTS. 10 CONSULT ANT warrants it possesses, or shall obtain, and maintain during the term of this 11 Agreement a business registration certificate pursuant to Title 5 of the City of San Bernardino 12 Municipal Code, and any and all other licenses, permits, qualifications, insurance and approvals of 13 whatever nature that are legally required of contractor/consultant/vendor to practice its profession, 14 skill or business. 15 9. NOTICES. 16 Any notice to be given pursuant to this Agreement shall be deposited with the United States 17 Postal Service, postage prepaid and addressed as follows: 18 TO THE CITY: 19 20 21 TO THE CONSULTANT: 22 23 City Manager's Office 300 North "D" Street San Bernardino, CA 92418 Facsimile: (909) 384-5138 Bernard Towers Coast Soccer League 924 East Champion A venue Orange, CA 92866 10. ATTORNEYS' FEES. 24 25 26 27 28 In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The DHCJjs [Coast Soccer \Coast Services Agreement. August 2006] Page 3 2006-318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the Consultant's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release CONSULT ANT of CONSULT ANT's obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California without regard to principles of conflicts of laws. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. III III DHCljs [Coast Soccer \Coast Services Agreement - August 2006] Page 4 r 2006-318 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the parties, 3 and supercedes any prior agreements and understandings relating to the subject manner of this 4 Agreement. This Agreement may be modified or amended only by a written instrument executed 5 by all parties to this Agreement. 6 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and CITY OF SAN B RNARDINO/ ~~-~~~(~ endy McCannnack, Mayor Pro Tern 27 28 DHC/js [Coast Soccer \Coast Services Agreement ~ August 2006] Page 5 2006-318 Exhibit" A" During the term of this Agreement, Consultant shall have the following rights, duties and responsibilities: A. Consultant shall have full control of all aspects of the managerial operations of the Complex as set forth in this Agreement, except for parking, including, but not limited to, the selection of concessionaires. B. Consultant to negotiate contracts with Complex users and potential users, subject to review and written approval by City. C. Consultant shall retain the services of Complex managers/administrators. Said administrators shall be employees of Consultant and will be compensated by Consultant. Consultant assumes all risk for its employees. D. Consultant shall engage the services of concessionaire independent contractors at its sole expense to perform services not provided by the City. Said independent contractors shall not be considered employees, contractors, agents or representatives of the City. E. Consultant shall market and negotiate the Complex for future events, subject to the approval of the City or its authorized representati ve. F. Consultant shall have the right to make improvements to the Complex, its fields, buildings and equipment after obtaining written approval from City to do so. City shall not unreasonably withhold said approval, if such improvements are in the best interests of the City. 2006-318 Exhibit "B" During the term of this Agreement, City shall have the following rights, duties and responsibilities: 1. City shall receive and be entitled to all fees including parking, concession and tournament fees. City, with the consent of Consultant, shall devise a procedure whereby City shall collect all parking fees, concession revenues, and usage fees during the duration of this Agreement. The City may, at its sole discretion, increase the amount of parking fees. 2. City shall provide landscape and maintenance services, maintenance of buildings and grounds, and other related services. 3. City shall manage and supervise all part-time City employees employed at the Soccer Complex.