HomeMy WebLinkAbout2010-008
1
RESOLUTION NO. 2010-8
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
3 SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH MAJOR LEAGUE SOFTBALL, INe. (MLS) AND THE
4 CITY OF SAN BERNARDINO FOR THE ORGANIZATION AND
MANAGEMENT OF THE PARKS, RECREATION AND COMMUNITY
5 SERVICES DEPARTMENT'S ADULT SOFTBALL AND ADULT BASEBALL
PROGRAMS; MLS IS GRANTED USE OF ENCANTO PARK FROM JANUARY
6 1, 2010 THROUGH DECEMBER 31, 2010, WITH TWO (2) OPTIONAL ONE-
7 YEAR RENEWALS; AND USE OF FISCALINI FIELD FROM MAY 28, 2010
THROUGH OCTOBER 31,2010, WITH THE OPTION OF ONE (1) ONE-YEAR
8 RENEWAL.
9
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF
10 THE CITY OF SAN BERNARDINO AS FOLLOWS:
11 Section 1: That the City Manager is hereby authorized to execute on behalf of
12 said City the Operating Services Agreement with Major League Softball, Inc., a copy
13
of which is attached hereto, marked as Exhibit "A", and incorporated herein by
14
reference as fully as though set forth at length; and
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23 III
24 III
25 III
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Section 2: That the authorization to execute the above referenced Operating
Services Agreement is rescinded if the parties to the agreement fail to execute it within
thirty (30) days of the passage of this resolution; and
Section 3: That the implementation date of the Operating Services Agreement
with Major League Softball is January I, 2010; therefore, any action taken between
January I, 2010 and the date that this Resolution is adopted is hereby ratified;
III
1
RESOLUTION NO. 2010-8
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
3 SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH MAJOR LEAGUE SOFTBALL, INe. (MLS) AND THE
4 CITY OF SAN BERNARDINO FOR THE ORGANIZATION AND
MANAGEMENT OF THE PARKS, RECREATION AND COMMUNITY
5 SERVICES DEPARTMENT'S ADULT SOFTBALL AND ADULT BASEBALL
PROGRAMS; MLS IS GRANTED USE OF ENCANTO PARK FROM JANUARY
6 1, 2010 THROUGH DECEMBER 31, 2010, WITH TWO (2) OPTIONAL ONE-
7 YEAR RENEWALS; AND USE OF FISCALINI FIELD FROM MAY 28, 2010
THROUGH OCTOBER 31,2010, WITH THE OPTION OF ONE (1) ONE-YEAR
8 RENEWAL.
9
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
10 joint
Mayor and Common Council of the City of San Bernardino at a regular meeting
11
thereof, held on the 19thdayof January
12
, 2010, by the following vote, to wit:
13 Council Members:
AYES
NAYS
ABSTAIN ABSENT
14 ESTRADA
x
15 BAXTER
16
17
18
x
x
BRINKER
x
SHORETT
19 KELLEY
20
21
22
23
24
25
26
27
28
x
JOHNSON
x
x
MCCAMMACK
Q~h.~
'- Rachel Clark, City Clerk
~
The foregoing resolution is hereby approved this.;lO "'day of January , 2010.
Approved as to form:
James F. Penman. City Attorney
~~r
City of San Bernardino
By: ~ 7.~
cJ
2010-8
EXHIBIT "A"
OPERATING SERVICES AGREEMENT
,
MAJOR LEAGUE SOFTBALL
This Operating Services "Agreement" made the 19th day of January , 2010,
by and between the CITY OF SAN BERNARDINO, a municipal corporation, hereinafter
referred to as CITY, and MAJOR LEAGUE SOFTBALL, INC., a California corporation
hereinafter referred to as PROVIDER.
WITNE S SE TH:
In consideration of this their mutual covenants and conditions, CITY exclusively retains
PROVIDER to organize and manage the City of San Bernardino Parks, Recreation &
Community Services Department's Adult Softball and Adult Baseball Programs and to do the
things necessary to provide the services, and to make payment to CITY, in accordance the terms
contained herein.
I. DEFINITIONS
A. For the purpose of this Agreement, the following words and phrases are defined
and shall be construed as hereinafter set out:
I. CITY: The City of San Bernardino, acting by and through the Director of
the Parks, Recreation and Community Services Department.
2. PROVIDER: MAJOR LEAGUE SOFTBALL, INC.,with whom CITY
enters into this Agreement, and the person with whom the Parks,
Recreation & Community Services Department Director or their
representative deals regarding subject Agreement. All employees and
agents of the PROVIDER are subject to the terms of this Agreement.
3. STAFF: The Parks, Recreation & Community Services Department
Director, or his authorized representatives, acting as agents of CITY.
4. SCOPE OF SERVICES: The services and responsibilities of PROVIDER
hereunder are described herein as follows:
A. General (Sec. N M
B. Program Administration (Sec. N B)
C. Services (Sec. N C)
Officiating
Scorekeeping
Awards
Field MaintenancelPreparation
D. Softball and/or Baseball Field Improvements (Sec. V)
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E. Financial Considerations (Sec. II)
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5. LEAGUE DIRECTOR~ The individual assigned by PROVIDER to
provide daily supervision.
6.
SOFTBALL FIELDS: The terms "softball fields" and "fields" as used in
this Agreement shall mean only the in-play areas, inclusive of dugouts, of
the subject ball fields, and specifically shall not include any out-of-play
areas, bleachers, buildings or structures of any kind, sidewalks, streets,
driveways, parking areas, playground or school yard areas.
7.
SCMAF: Southern California Municipal Athletic Federation
8.
PMBF: Players' Medical Benefit Fund
GROSS RECEIPTS: Includes all team registration and ~
remaining after payments of SCMAF registration fees (Sec. IV B [7]) .fud
PMBF fees (Sec. N B [8]).
9.
II. FINANCIAL CONSIDERATIONS:
A. PROVIDER shall collect on behalf of CITY all team registration fees for the adult
baseball and softball programs. As consideration for its services under this Agreement,
PROVIDER shall be entitled to retain 80% of the gross receipts from team registration and
forfeit fees for adult softball teams and PROVIDER shall be entitled to retain 85% of the gross
receipts from team registration and forfeit fees for adult baseball teams. PROVIDER shall pay to
CITY 20% of the gross receipts from adult softball team registration and forfeit fees and 15% of
the gross receipts from adult baseball team registration and forfeit fees.
B. Payments of the CITY's share of team registration and forfeit fees shall be made by
PROVIDER to CITY in accordance with the payment schedule provided in Section IV B (9)
below. PROVIDER shall administer the registration system including, but not limited to
registrations, collecting of fees, providing a receipt and keeping of an accounting procedure
acceptable to CITY.
III. TERM
The term ofthis Agreement for exclusiv~ operation and management of the adult softball
program at Encanto Field and the adult baseball program at Fiscalini Field shall be for a period
of one (I) year, beginning on January 1, 2010 and expiring on December 31, 2010, with two (2)
optional one-year renewals, unless earlier terminated in accordance with other provisions of this
Agreement. Option year I shall be for one year commencing on January 1, 2011, and Option
year 2 shall be for one year commencing on January 1, 2012. Option periods shall be on the
same terms and conditions set forth hereunder unless otherwise agreed to by the parties in
writing.
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IV. OPERATING RESPONSIBILITIES:
A. GENERAL
1. Emplovees: PROVIDER shall provide such employees or independent
contractors (collectively referred to as "employees") as may be required to render service, to the
satisfaction of STAFF. Such employees shall be satisfactory to STAFF as to their personal
conduct, honesty, courtesy, health, appearance and cooperation with CITY employees. In the
event an employee is not satisfactory, as herein defined, STAFF shall furnish a written directive
to PROVIDER to correct the cause of said dissatisfaction. If PROVIDER does not correct said
problem to the satisfaction of CITY within 30 days after said written directive is received,
STAFF shall furnish a subsequent written notice to PROVIDER requiring that said employee be
excluded from providing further services to CITY.
2. Ooeration. PROVIDER shall provide general supervisIOn of fields
including the enforcement of safety practices and regulations during periods the fields are in use
in connection with the operation of the City of San Bernardino Adult Softball and Baseball
Programs (in accordance with published game schedules as submitted to and approved by CITY
in writing at least fifteen (15) days prior to the first game of the season).
3. Conduct. PROVIDER shall at all times perform its services in a quiet and
orderly manner to the satisfaction of STAFF.
4. Disorderlv Persons: PROVIDER shall use its reasonable efforts to prohibit
intoxicated persons, profane or indecent language, or boisterous or loud conduct in or about the
softball and baseball fields and will call upon the aid of peace officers, if necessary, to assist in
maintaining peaceful conditions. PROVIDER is hereby granted the right to exclude from using
the fields registered participants who do not abide by established rules of which they have been
previously placed on notice.
5. Permits and Licenses: PROVIDER shall be required to obtain at its sole
expense any and all permits or licenses that may be required in connection with PROVIDER's
subject operation including, but not limited to, tax permits, business licenses and health permits.
6. Signs and Advertisements: No signs of any kind shall be displayed by
PROVIDER unless approved by CITY, who may require removal or refurbishment of any sign
previously approved. PROVIDER shall not permit vendors to display wares unless written
permission is secured from CITY and such permission shall be subject to revocation at any time.
CITY may charge and collect fees for the display of signs advertising products and/or services.
7. Sponsorship: Notwithstanding that PROVIDER is providing to CITY the
operating services contemplated in this Agreement, it is acknowledged that the City of San
Bernardino Adult Softball and Baseball Programs are sponsored by CITY, and that PROVIDER
is not a sponsor or co-sponsor of said Programs.
8. Independent Contractor: PROVIDER shall perform work tasks
provided by this Agreement, but for all intents and purposes PROVIDER shall be an independent
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contractor and not an agent or employee of the CITY. PROVIDER shall secure, at its expense,
and be responsible for any and all payment of Income Tax, Social Security, State Disability
Insurance Compensation, Unemployment Q,mpensation, and other payroll deductions for
PROVIDER and its officers, agents, and employees, and all business license, if any are required,
in connection with the services to be performed hereunder.
B. ADMINISTRATION
1. League Director: The LEAGUE DIRECTOR shall oversee the program on
a day-to-day basis. The League Director shall be an experienced umpirelscorekeeper who will
work to serve the needs of both CITY and program participants.
2. League Coordination: The dates designated for and the duration of each
league, registration procedures and the number of games offered will be determined by and
within the sole discretion of CITY. PROVIDER shall schedule adult softball league play at
Encanto Park and adult baseball league play at Fiscalini Field according to facility schedules as
determined by and within the sole discretion of CITY.
3. Marketing: PROVIDER shall at all times use its best efforts to provide for
the best possible program promotion, consistent with the marketing services generally offered by
persons engaged in providing services similar to those required of PROVIDER under this
Agreement. Services shall include, but may not be limited to, press releases, program flyers,
copy for the City Brochure, letters and forms, mailing lists, a phone "hot line", and
internetlwebsite registration and promotion. All such marketing materials and forms shall be
submitted to CITY by deadlines established by the parties in writing. CITY'S written approval
shall be obtained before such materials are distributed.
4. Pre-Season Services: PROVIDER shall arrange with STAFF mutually
agreeable dates, times, and a San Bernardino location for team registration. PROVIDER shall
collect and deposit league fees as set forth in Sec. N B (9), below PROVIDER shall be
responsible for team classification and league formation towards the end of establishingthe most
balanced and equitable competition possible. PROVIDER shall be responsible for preparing,
printing and distributing of game schedules. Copies of game schedules shall be provided to
CITY prior to the start of each season. Changes to game schedules will be provided to CITY by
fax prior to the date of implementation, but no later than three (3) calendar days after necessity
for change has been determined. In addition, PROVIDER shall post timely schedule changes on
their website.
5. Sign In Sheets: PROVIDER shall provide sign-in sheets with hold
harmless/release/assumption of risk provisions ("Release"), approved in advance by CITY in
writing and ensure that each player signs the Release. PROVIDER shall not permit any person
to play any games unless that person has signed the Release.
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6. Managers' Meeting: PROVIDER shall organize and supervise each pre-
season managers' meeting. This meeting will include distribution of league rules. CITY
facilities will be made available for this purpo~e.
7. Southern California Municipal Athletic Federation (SCMAF):
PROVIDER shall complete all SCMAF team registration paperwork for those teams that choose
to pay the prevailing registration fee, as required by SCMAF, and pay such registration fees to
SCMAF within thirty (30) days of the first scheduled day ofthe season.
8. Player's Medical Benefit Fund: PROVIDER shall collect and deposit the
optional PMBF fee for each team that pays it. .
9. Method ofPavrnent: PROVIDER shall pay to CITY the amounts required
in Sec. II A, herein, in accordance with the following schedule:
Winter League on or before April 15
Spring League
on or before July 15
Summer League
on or before October 15
Fall League
on or before January 15
PROVIDER shall transmit with payment, a Gross Receipts Report for the season for which
payment is submitted. STAFF shall provide a form for this purpose, and the completed form
shall include a statement of the gross receipts by source of sales, and such other information as
STAFF may require. The payment/check shall be made payable to "City of San Bernardino".
The payment shall be addressed to:
City of San Bernardino
Parks, Recreation & Community Services Dept.
1350 South E Street
San Bernardino, California 92408
In the event PROVIDER fails to submit payment by the date due, interest at the maximum
amount allowed by law will be charged for each month, or fraction thereof, that the payment is
due. This charge is intended to compensate CITY for additional accounting and administrative
costs.
C. SERVICES
1. Officiating Services: PROVIDER shall recruit, train, supervise and evaluate softball
and baseball umpires. PROVIDER shall schedule and assign the approved number of
SCMAF and C.I.F. certified umpires to all games.
2. Scorekeeping Services: PROVIDER shall recruit, train, supervise and evaluate all
scorekeepers. PROVIDER shall schedule and assign league scorekeepers to all
games. PROVIDER shall provide computerized scoring of all league softball and
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baseball games and generate and provide to teams reports at the conclusion of each
game. CITY shall provide one (I) llO-volt electrical outlet at each field.
,
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3. Equipment: PROVIDER shall provide all essential game equipment, including, but
not necessarily limited to: one (I) new and one (I) good used SCMAF approved
softball or baseball for each game, certified home plate extensions on each field, and
Hollywood Impact or similar CITY approved quality bases for each field.
4. Field Maintenance: PROVIDER shall perform maintenance services in accordance
with PROVIDER'S written proposal titled "Major League Softball Ballfield
Maintenance Services," a copy of which is attached hereto and incorporated herein as
Attachment I. Each term and condition set forth in Attachment I shall apply and is
incorporated in this Agreement by reference. PROVIDER shall perform basic upkeep
(e.g., watering, dragging, chalking and field prep) leaving the fields in the condition
in which they are received. CITY shall mow and edge the turf on a weekly basis, and
shall apply fertilizer and seed as necessary.
5. Awards: PROVIDER shall provide individual awards for first and second place
teams. Awards shall consist of shirts, sweatshirts or similar items as approved by
CITY. Awards shall also be provided for statistical leaders in up to three (3)
categories in each league at the end of each season.
V. SOFTBALL ANDIOR BASEBALL FIELD IMPROVEMENTS:
PROVIDER may make additional softball and/or baseball field improvements subject to
prior written approval of CITY. In addition, CITY may, from time to time, make certain
improvements, which it deems to be advantageous or necessary for the protection of public
property.
VI. LIABILITY AND INSURANCE:
A. Hold Harmless:
1 . CITY and its respective elected and appointed boards, officials, officers,
agents, employees and volunteers (individually and collectively, "CITY") shall have no liability
to PROVIDER or any other person for, and PROVIDER shall indemnity, defend, protect and
hold harmless CITY from and against, any and all liabilities, claims, actions, causes of action,
proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature,
including reasonable attorney's fees and disbursements (collectively "Claims"), which CITY may
suffer or incur or to which CITY may become subject by reason of or arising out of any injury to
or death of any person(s), damage to property, loss of use of property, economic loss or
otherwise to the extent occurring as a result of or allegedly caused by the negligent, willful or
unlawful acts or omissions of PROVIDER, its agents, officers, directors or employees,
committed in performing any of PROVIDER'S services under this Agreement.
2 . If any action or proceeding is brought against CITY by reason of any of
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the matters against which PROVIDER has agreed to indemnify CITY as provided above,
PROVIDER, upon notice from CITY, shall d~fend CITY at PROVIDER'S expense by counsel
acceptable to CITY, such acceptance not to be unreasonably withheld. CITY need not have first
paid for any of the matters to which CITY is entitled to indemnification in order to be so
indemnified. The provisions of this section shall survive the expiration or earlier termination of
the Agreement.
3 . The provlSlons of this section do not apply to Claims to the extent
occurring as a result of the CITY's sole negligence or willful acts or omissions committed by the
CITY in performing any of the CITY's obligations under this Agreement.
B. Insurance:
While not restricting or limiting the foregoing, during the term of this Agreement,
PROVIDER shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000, per occurrence combined single limit, naming
the City of San Bernardino, its departments, agencies, boards, commissions, elected officials,
officers, attorneys, employees, and agents as additionally insured. A certificate of insurance
evidencing such coverage shall be provided to the CITY's Risk Manager or his designee, with
the added notation that the insurance policy shall not be terminated or materially altered without
thirty (30) days prior written notice to the CITY.
C. Worker's Compensation:
PROVIDER shall at all times during the term of the Agreement subscribe to and
comply with the Worker's Compensation Laws of the State of California and pay such premiums
as may be required thereunder, and hold CITY harmless from any and all liability arising from or
under such act. Prior to any operations being performed under this Agreement, and at such other
times as may be requested, it shall furnish to the CITY's Risk Manager a copy of the official
certificate of receipt, showing payments are current.
D. Safety:
With respect to the services being furnished by PROVIDER under this Agreement,
PROVIDER shall correct safety deficiencies and violations of safety practices immediately and
shall cooperate fully with CITY in the investigation of accidents occurring on the softball fields.
In the event of injury to a patron or customer, PROVIDER shall ensure that the injured person
receives prompt and qualified medical attentiqn, and as soon as possible thereafter, it shall
submit a "City Accident Report" form.
VII. DEFAULT AND CANCELLATION:
In the event PROVIDER defaults in the performance of any of the terms or conditions of
the Agreement, or fails to conform to the rules and regulations or any of the directions or
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instructions that may be properly made by CITY in the exercise of its powers, or fails, neglects,
or refuses to pay the CITY'S monies or any part thereof within thirty (30) days after the same
shall become due, or becomes unable through :personal incapacity to fulfill its obligations under
the Agreement or defaults in the performance of any of the other terms or provisions therein
required, CITY shall have the following options without further notice or authorization from
PROVIDER, and its choice of any option shall in no way waive its rights to select any other
option at any time:
A. If the PROVIDER does not cure said default within thirty (30) days after written
notice of default (forthwith for a default involving sanitary or safety conditions) or make
reasonable progress to cure said default, CITY may terminate the Agreement, assume the
operation, and exclude PROVIDER and/or
B. CITY may recover at law any and all claims which may be due CITY; and/or
C. CITY may perform such work as it deems necessary to cure said default and charge
PROVIDER for the full cost of labor and materials expended, plus thirty percent (30%) of said
cost for administrative overhead. STAFF may exercise this option immediately in the event of a
default involving cleanliness or safety provisions of the Agreement. STAFF may exercise this
option within ten (10) days after giving PROVIDER written notice of default involving
maintenance provisions of this Agreement.
D. In the event of abandonment or other inability of PROVIDER to conduct the services
required herein, CITY shall have the right to take immediate possession of all operations.
The acceptance of all or part of a payment by CITY for any period after a default shall
not be deemed a waiver of any of these options, nor a waiver of the default or any subsequent
default of the same or any other term, covenant or condition. Any waiver by CITY of a default
on the part of the PROVIDER shall not be construed as, or constitute a waiver of, any
subsequent default of the same or any other term, covenant or condition.
In the event CITY defaults in the performance of any of the terms or conditions of the
Agreement, and if a written notice of such default is issued to CITY by PROVIDER by
registered mail, and if CITY does not cure said default within thirty (30) days of receipt of said
notice as evidenced by return receipt of registered mail, then PROVIDER may immediately
terminate the Agreement and recover at law any and all claims which may be due. However, if
PROVIDER fails to notify CITY of its default within sixty (60) days after learning of its
occurrence, then it has automatically waived any and all of its rights occurring hereunder.
VIII. ASSIGNMENT, BANKRUPTCY:
PROVIDER shall not transfer, assign or in any manner convey any of the rights or
privileges herein granted without the prior written consent of CITY. Neither the Agreement nor
the rights therein granted are assignable or transferable by any process or proceedings in any
court, or by attachment, execution, proceedings in insolvency or bankruptcy, either voluntary or
involuntary, or receivership proceedings. In the event of insolvency or bankruptcy, either
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voluntary or involuntary, CITY, in the exercise of its sole discretion, may terminate and cancel
this Agreement, in which event all rights of PROVIDER herein, or any successor thereto, shall
cease immediately and possession of the softball and/or baseball fields shall be delivered to
CITY.
IX. BUSINESS RECORDS:
A. PROVIDER shall be required to maintain a method of accounting of all receipts in
connection with the performance of its services hereunder, which shall correctly and accurately
reflect the gross receipts received by PROVIDER relating to this Agreement, as well as SCMAF
and PMBF fees paid. The accounting, including bank accounts established for operations under
this Agreement, shall be separate from the accounting for any other operation of PROVIDER.
All receipts and distributions occurring under this Agreement shall be accounted for and
identified as such. In addition, the accounting shall include the keeping of the following
documents:
1. Any and all accounting records that CITY in its sole discretion deems
necessary for proper reporting of receipts.
2. A log showing the number of teams registered in each league. This log is
to be considered an accounting record.
B. All such documents, books and accounting records shall be open for inspection
and reinspection during regular business hours, and upon 24-hour's notice from the CITY,
during the term of this Agreement and for a reasonable period, not to exceed seven years,
thereafter. In addition, CITY may, from time to time, conduct an audit and re-audit of the books
and business conducted by PROVIDER, and observe the operation of the business so that
accuracy of the above records can be confirmed.
1. If the report of gross receipts made by PROVIDER to CITY shall be
found to be less than the amount of gross receipts disclosed by such audit
and observation, PROVIDER shall pay CITY within thirty (30) days after
billing any additional amounts disclosed by such audit. If discrepancy
exceeds two (2%) and no reasonable explanation is given for such
discrepancy, PROVIDER shall also pay the cost ofthe audit.
2. The PROVIDER understands that an annual audit by the CITY may be
conducted and PROVIDpR agrees to cooperate fully with the CITY
during each audit. All information obtained in connection with CITY'S
inspections of records or audits shall be received and maintained in
confidence and shall not be disclosed to anyone not directly connected
with the official business of CITY, to the extent permitted by law.
X. REGULATIONS, INSPECTION AND DIRECTIVES:
A. CITY Rules: PROVIDER and its employees shall at all times abide by all Rules and
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Regulations heretofore adopted or that may hereafter be adopted by CITY, and of which
PROVIDER has notice, and shall cooperate fully with CITY employees in the performance of
their duties. :
B. Laws and Ordinances: PROVIDER shall conduct its business in accordance with all
the laws, ordinances, rules and regulations applicable to such business as set forth by the City,
County, State and Federal government.
C. Permissions: Any permission required by the Agreement shall be secured in writing
by PROVIDER from CITY and any errors or omissions therefrom shall not relieve PROVIDER
of its obligations to faithfully perform the conditions therein. PROVIDER shall immediately
comply with any written request or order submitted to it by CITY or STAFF.
D. Right of Inspection: CITY and STAFF, their authorized representatives, agents and
employees shall have the right to enter upon the subj ect softball and baseball fields at any and all
reasonable times for the purpose of inspection and observation of PROVIDER'S operations.
During these inspections, they shall have the right to utilize photographic devices and other
instruments for recording conditions and events taking place upon the subject ball fields. Said
inspections may be made by persons identified to PROVIDER as CITY employees, or may be
made by independent contractors engaged by CITY.
E. Standard of Performance: PROVIDER represents and warrants that it has the
qualifications and experience necessary to properly perform the services required under this
Agreement in a thorough, competent and professional manner. PROVIDER shall at all times
faithfully, competently and to the best of its ability, experience and talent perform all services
described herein. In meeting its obligations under this Agreement, PROVIDER shall employ, at a
minimum, generally accepted standards and practices utilized by persons engaged in providing
services similar to those required of PROVIDER under this Agreement.
F. Nondiscrimination: PROVIDER shall not discriminate, in any way, against any
person on the basis of race, religious creed, color, national origin, ancestry, age, mental or
physical disability, medical condition, marital status, sexual gender or sexual orientation, or any
other status protected by law.
G. Severability: In case anyone or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and the remainder ofthe
provisions of this Agreement shall continue in full force without impairment.
H. Governing Law: This Agreement shall be governed by the laws of the State of
California.
I. Venue: All actions or proceedings arising in connection with this Agreement shall be
tried and litigated in the San Bernardino County Superior Court or the United States District
Court for the Central District of California, Eastern Division. This choice of venue is intended
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by the parties to be mandatory, not permissive.
J. Remedies: Waiver: All remedies available to either party for one or more breaches
by the other party are and shall be deemed cumulative and may be exercised separately or
concurrently without waiver of any other remedies. The failure of either party to act in the event
of a breach of this Agreement by the other shall not be deemed to be a waiver of such breach or a
waiver of future breaches, unless such waiver be in writing and signed by the party against
whom enforcement is sought.
K. Integration: This Agreement constitutes the entire Agreement of the parties
concerning the subject matter hereof and all prior agreements or understandings, oral or written,
are hereby merged herein. This Agreement shall not be amended in any way except by a writing
expressly purporting to be such an amendment, signed and acknowledged by both parties hereto.
L. Notices: Except as otherwise specifically set forth herein, any notices, documents,
correspondence or other communications concerning this Agreement or the work hereunder may
be provided by personal delivery, facsimile, e-mail or first class mail and shall be addressed as
set forth below. Such communication shall be deemed served or delivered: (a) at the time of
delivery ifby personal delivery; (b) at the time of transmission ifby facsimile or e-mail; and (c)
72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark, ifby first class
mail.
IF TO PROVIDER: IF TO CITY:
San Bernardino Parks, Recreation and
Community Services Department
1350 South E Street
San Bernardino, CA 92408
Telephone:
Fax:
E-mail:
XI. AGREEMENT IN DUPLICATE:
This Agreement is executed in duplicate, each copy of which shall be deemed as an
original.
Signatures appear after Paragraph XI on next page
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VENDOR SERVICES AGREEMENT
MAJOR LEAGUE SOFTBALL, INC. and CITY OF SAN BERNARDINO
IN WITNESS WHEREOF, CITY and PROVIDER have executed the same, the day and
year hereinabove written.
MAJOR LEAGUE SOFTBALL, INC.
By: 4..{ V\. )-'L-
Title: {J~~
Dated: 7-/1 [10
harles Mc eely
;I;;an~~! 0
By:
Title:
Dated:
Approved as to Form:
James F. Penman, City Attorney
~
Page 12 ofl2
MAJOR LEAGUE SOFTBALL
IV
BALL FIELD
MAINTENANCE SERVICES
Before, during and after each softball scason M LS
will provide the following serviccs:
Tbe MLS Standard Ball Diamond
Maintenance System (SBDMS)
The MLS Field Maintenance Division is managed
MLS's Director of Maintenance Operations (hereafter
"DFM") and his staff. The DFM has integrated his
own innovative techniques along with proven
maintenance procedures to create a comprehensive
maintenance system that renders ball lield conditions
that have proven both safe and enjoyable for progrdm
participants.
The most remarkable beneftt of the MLS Standard
Ball Diamond Maintenance System (SBDMS) is that
it affords program administrators thc opportunity to
resume lcague play immediately aflcr inclcmcnt
wcather. Thc SBDMS eliminates the nced to wait
multiple days for ball fields to dry aftcr a heavy rain:
this feature has significantly reduced the number of
rained-out games and the resulting rescheduling
burden. MLS warrdnts that the SBDMS will enable it
to schcdule and complete lour (4) softball seasons per
year, regardless ofthc amount of rainfall.
By their very nature, evcry softball field has a unique
set of conditions that requircs special attention.
Therefore, the Major League Softball SBDMS
consists of two
d i s tin c t
c I c m c n t oS :
Pcriodic Repair
Serv ices and the
D a i I y
Maintenancc
Program.
Periodic Field Repair Services
To the extent Ihat adult softball or baseball play impacts
the fields allocated for league lIse. Ihe following repair
services will be performed on each field progmnuned lor
adull softball!baseball:
t)
Survey the tradion (infield) an..." each season to
evaluate the existing gmde and dL'Cidc which
equipment and grading method should be
employed to bring the inficld(sj to thcproper
gmde. See P"mg....ph #3 below for spceilic
details regarding g....ding equipment and mcthods.
2)
Alter surveying thc Il'lIction ami of each infield,
obtain and provide whatever amount of truclion
malerial ("Angel Mix". dccomposl'd gmnile.
lie.) is neeess"ty 10 build up the inticldls) thai
have suffered significant material displal.-ement
if additional traction material is needed to create
a level grade, It must be e1e"rly under:.1ood th,rt
the SBDMS tradion malerial replacement
fealme is limited to replacing only those quantities
of material that have been lost or displaced duc to
adult soflbaILbasl'halluse. The SBDMS will not
include replacement of tmction matcrialwhco
such material loss or dh;placemcnt is caused by
\\'calhcr and/or nlhlctic uses Sllth {lS colleg~
baseball, youth sottbalt soccer. school
programming or any field lIses other than adult
softball Of baseball.
3)
On two (2) occaslons per year, grade thc-Iradion area
of ~lch infield using a skip loader and "Gannon"
gmding box. Traction material willl'X.'- added where
neccs~ary during the grading process. Tr.lction material
purchasc." will be prorated such Ihm MI.S will pay ror
Il'lIetion material only 10 the the extent oflhe SI,3OMS
mUlerial r(,-placement l~aturc defined in ~lrJgraph 2
above and the City will pay forlhc pol1ion of each
lraction material purchase that is needed due (0
non-adult sonhal'-'ha~ebal1 uses and/or weather. To
enslIre optimal dminage, safety and playabiJily on
each inlle1d :illoeaied ror aduh sollballleaguc
play, MI.S strongly fL'commends Ihm each intield is
laser Icvekd (m one (I) occasilm pef year. MLS
will invoice the Cily the sum 01'5500,00 per
infidd after rendering laser k-vcling scrvlC.'CS.
I I :
M,AJOR LEAGUE SOFTBALL
5)
4)
On a scasontll bil,is. survey the outfield (soddCtl)
area to dctcnnillc which arcas arc wom or
dmn<.ged due to adult softball use. It must be
e1el"!y under..100d that this SBDMS sod
replacement feature lS limited to damage or wear
that is specifically caused by adult softball use
only. \Vorn or dmnagcd areas of a softrnl11 or
haseball outfield that have been CHllscd by other
activities or athletic uses such as soccer. mgby.
footbttll or school programming such as college
baseball will not be eonsidef<>d part of the Olrtfield
area that will be repairt,,1 by the SBDMS.
When necessary, obtain and provide whmever type
of sod that is currently used as outfield turf (i.e.
bennuda, perennial rye, etc.) MLS will suWly
enough sod to eompletely fill those areas which
arc heavily impacted by adult sol1ball or b,cseball
league play. MLS will use proper sod cutting
equipment to remove damaged. worn or diseased
sod and replace it wilh healthy 3' by I' Icnl;4hs.
Duling the planting proeess. MLS will add all
ncc(.~"Sal)' amendments (recipe to be mutually
agreed upon between the appropriate City :i>1aff
member(s) and the DFMl to ensul'C propel'
mending and gW\\lh.
6)
MeasufC the distances from home plate, between
base anchors. and to the pitcher's plate (rubbt.....) to
ensure that they rail within the specifiemions SL1
fOlth in the SCMAF and Major League Baseball
rule books. At this time. all base aochon;. home
plntes and pitehen;' plnles will be thoroughly
checked for excessive wear or defects; and a
written status rcpoli may be submitted to the
appropriate dty ~1aff membcr(s).
7)
Using a light meter. MLS will tes1the candle foot
power (lUX) forelleh infield and outfield. In the
t.'Vent thm an exi'1ing candle foot reading does not
comply with the State of California's minimum
standard for bal! Held lL'\C. a wflUen diagnml
illustrating the location and quantity of CHch
!'Cading will be provided to Ihe appropriate eilY
staff member(s).
8)
\Vhcn necessary, the perimeter border edgt: (the
line whe!'C inlield trdt.1ion mmeria] meets outfield
turn will receive h'Pccial attention to eliminate any
berm or ridge thaI develops from frequenluse.
MLS will d<.."lhatch. sc..J1l"md water blast the
2
perimeter edge stich that it will remain free of
infield mi, buildup. I1lllusl be clearly understood
that this infield pelimcter border edge repair
feature is limited to repair of damage caused by
adult sotlball or basdYdlluse only. The SBDMS
willnol provide repair of (JCrimcter border edges
when such repairs arc caused by weather andJor
athletic uses such as college bnscball, youth
softball or baseball, soeeer. school progmmming
or any lield uses Olht..... than adult softball or
basdJal1.
MLS will evaluate the existing conditions on each
field allocated for adult program use prior to
commencement of a contract. If the existing
conditions on each sottball field do not meet indll~try
standards then MLS will prepare a written estimate of
proposed renovation services with MLS's cllstomary
charges for such services. In such situations, the City
agrees to either accept MLS's proposal and pay MLS
to renovatc said softball fields or the City will bear
thc responsibility for bringing said fields up to
industry standards for safety and playability.
Periodic Repair Services arc provided to ensure that
all playing surfaecs arc kept available for use. It is
mutually understood that thc City has its own,
seperate parks maintenance staff andlor parks
maintenance program. The SBDMS is not a parks
maintenance program and is not designed to alleviate
the City's park maintenance responsibilities.
Infield Treatment Program
After ncccssary Periodic Repair Services havc becn
complctcd, each ball ficld will be ready for the
opcning day of the season. Beginning on opening day,
MLS's ficld Maintenance staff will perform an
Infield Treatment on each field scheduled for league
play.
The Infield Treatment Program takes into account
that specific locations (referred to as "high-impact
areas") on each diamond endure heavy use and thus
require special attention. High-impact areas such as
2010-8
MAJOR LEAGUE SOFTBALL
baller's boxes, catcher's and umpire's places behind
home plate, the pitcher's mound, the base paths, and
the sliding areas around thc base anchors will receive
additional watering and scarifying on a daily basis;
and traction material will be added when needed. A
Daily Infield Treatment consists of the following
steps that are performed on eaeb day a field is
schcduled for leagllc play:
I) Large quantities of displaced material from
high-impact areas will be back-filled using Ihe
fronl seoop of a John Deere 12{K) ball field
conditioner.
2)
The entirctnlction area will be watcftxl, ,,\lith
additional quantities applied 10 high-impllc1
areas.
3)
As Ill'Cdcd, the entire traction area will be ~'Carificd
using II variety of (kplh sc1)ings, depending on the
existing condition of the ficld.MLS shifT lIses
scarifiers thut come as standard attachments on
John Deere 121Kl ballfield conditioners. The J[)
1200 sctlrilicr is 54 inches wide und can be set to
deplhl' nmging from one 10 six inches. Extra cafe
wi IJ be c\crciscd when scarifying next to
perimeter c(lgcs, base anchors, home plates.
pitcher's plates, backstops and chain link fencing.
4j The JD 1200 gmdingileveling aUaehment and a
"screen" drag will then be employed to evenly
distribute tmction mated,,1 over the entire trnction
area surface of the infield leaving a smooth
surface.
5) Finally. the field shall be lined as prescribed by the
SCMAF or Major Leageue Baseball rule
books. Using u butter's box template and string.
MLS s1aft. will sel down the baller's boxes. foul
lines, coaches' boxes. firsl base nmnillg lane. and
on-deck eireles. Appropriate city 'laft. mel11ber(sj
will be cOIl,-ulted, so Ihat MLS will use only held
nlnrking materials that have bt.."C1l approved by the
City's designatcd rCl'wcscntative.
While the SBDMS is quite comprehensive, it does
not include the following landsc<lpe and parks
maintenancc tasks: sceding, aeration, fertilization,
mowing, watering of outfield areas, irrigation system
repair, or infield mix replacement that becomes
neccssary duc to weather or lIses other than adult
sof1lnllL However, Ihe MLS Field Maintenance
Division is capable of providing maintenanee scrvic(.'S
well bcyond thc scope of thc Standard Ball Diamond
Maintenance System. If such maintenance services
are desired, a separate contract concerning thcse
maintenance scrvices may bc negotiatcd.
City Responsibilities
Thc City agrees to maintain in safe condition all park
fixtures such as: poles, light fixtllres, light bulbs,
bleachers/seating apparatus, playground equipment,
chainlink fencing (including but not limited to
"dugout", "backstop", "out of play" and
"outfield/home run" fences I, base anchors, home
plates and pitcher's rubbers.
3