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Spectrum Sports Management - 2010-01-15
CONTRACTS SUBMITTkL:-'T&`,") CITY CLERK'S dFMB Psi 4: 54 G To: JOAN FLYNN, City Clerk Name of Contractor: Spectrum Sports Management Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park Management and Operation of 4 th of July Surf City Run. Amount of Contract: $30,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. F-1 to Risk Management El Finance Dept. ❑ ORIGINAL bonds sent to Treasurer El 64,4a� Date: r4anhe/—Extekon City Attorney's Office C_, G:AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND L Sdrttrarh S4,90- 5 /'74� CMC-, T / FOR /`�qn a�{w► P� lg�01 0�{�q T/'Or, G y '` �✓ L. �y �h �eC �I ;Z) /C 4ti THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and [,,,, �,,-�r /'�y,,Ga,.�,r.�, a//r.:�✓1�.c .'�i� i��a. hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to n-- �, ,• a ��� r-a �i .--�,a r �,r.}7� ; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW,THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates 1"-9, r 1'3,-n r _ who shall represent it and be its sole contact and agent in all consultations--with CITY during the performance of this Agreement. agree/surfnet/professional svcsto$49 I2-07 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on Jc,,�,u G T �S 20 /0 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than se v e e),G.,,41,s from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed y4! ,' s O a s 4 ./ Dollars 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surfnet/professional sves to$49 t 2-07 2 of 11 work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of)Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/surfneUprofessionalsvcs to$49 12-07 3 of I 1 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surfnet/professionalsvcs to$49 12-07 4 of I I forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/surfnet/professional svesto$49 1 z-07 5 of I I 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/surfnet/professionalsvcsto$49 l z-07 6 of 11 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Ste" e j4.4,% ':00_ /s 1-7Gn4 9swn r.% ATTN: l.��,u n:��Sr�v, c+-- /.�i��c to.- /4 2000 Main Street a Gs'S /✓ /''� // 5�i y Huntington Beach, CA 92648 /a�i�,G�f fa lA 4/7 t agree/surfnet/professionalsvcsto$49 12-07 7 of 11 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as agree/surfnet/professionalsvcs to$49 12-07 8 of 11 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/surfnet/professional Svcs to$49 12-07 9 of I I 24. ATTORN EY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each parry shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTAN><''s initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's agree/surfnet/professionalsvcs to$49 l z-07 10 of 11 behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of 59 r.- IsZ14"ri9fehf-% California COMPANY NAME ,.m. ,�<ireCtOr/Chief By' (Pursuant To HBMC§3.03.100) print name 4 ITS: (circle one)Chairman/P sident/Vic President APPROVED AS TO FORM: AND City Attorney By: Date print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer agree/surfnet/professional svcsto$49 12-07 11 of I I EXHIBIT "A" SCOPE OF SERVICES CITY OF HUNTINGTON BEACH SURF CITY RUN ("City") I. "SPECTRUM SPORTS MANAGEMENT LLC" will provide the following services for the Surf City Run, scheduled for the 4th of July. • Develop a process design and timeline acceptable to the City of Huntington Beach Community Services Department and 4th of July Board to achieve the outcome specified below: Produces a race that covers all costs with race revenue. • Plan and oversee implementation of the Surf City Run event (More detailed information is described below) • Work with the City's Community Services Department and 4th of July Board to coordinate logistics and other details entailed in implementation of the event, as agreed upon by both parties. • Provide facilitation of the event. • Provide and develop timeline acceptable to the City's Community Services Department and 4th of July Board for the Surf City Run including planning, outreach to the community, budget submissions, milestones, etc. • Provide a business plan for the event and proposed financial plan. • Provide a post-event report summarizing the consultants' observations, comments and recommendations, the process design, event activities, and implementation plans. The Consultant will present this report to the City's Community Services Department and 4th of July Board following the event at a debriefing meeting held in Huntington Beach. A. Plan and oversee implementation of the Surf City Run event: 1. Race Coordinator (Spectrum Sports) • Responsible for pre-event development and set-up. • Event coordination. • Provide bids and recommendations for purchasing of supplies. • Negotiate contracts and agreements with approval of the City's Community Services Department and 4th of July Board • Provide insurance per the City of Huntington Beach Risk Management. • Source and hire security. • Obtain necessary permits/maps/permission as agreed upon by both parties. ➢ Traffic Control Plan (as needed). ➢ Race Course Map ➢ Transition Area Map ➢ Expo Area Map ➢ Restroom & Roll-Off Dumpster Placement Map. • Monitor and manage budget, as approved by the City's Community Services Department and 4th of July Board • Monitor supplies ordering. 2. Timing Recommend and retain a timing company that will provide the following: a. Timing • Calculated times for the run. • Ranks for runners • In addition to the above times, additional information that will appear on the final results: 1. Class place. 2. Overall place. 3. .Bib Number. 4. Age. 5. Gender 6. Results will be organized by age categories or special category b. Finish Line Timing These results will contain the following information: • Class place. • Overall place. • Bib number. • Entrant name. • Age. • Sex. • Calculated finish time. • Results will be organized by age categories or special category If any changes/additions are made to the results, they will be posted immediately after the change has been made. Results during this posting time are labeled "unofficial". 15 minutes prior to the awards ceremony results will be labeled "official". These results will then be posted and the awards ceremony may begin to take place. 3. Sponsorship • Solicitation of sponsors. • Negotiate contracts and agreements with approval of the City's Community Services Department and 4th of July Board • In-kind product sponsors will only be considered sponsors if they reduce the budget expenses or with approval of the City's Community Services Department and 4th of July Board 4. Registration / Athlete Management a. Registration • Receive all registration directly from entrants via mail-in and on-line. ® For online entries, all fees will be made payable to the "City of Huntington Beach, Surf City Run' and sent directly to the City of Huntington Beach Attn: Community Services Department, 4th of July Board, 2000 Main Street, Huntington Beach, CA 92648 • For mail-in entries received, all fees will be made payable to "Surf City Run / City of Huntington Beach". Entries will be sent to and processed by SPECTRUM SPORTS MANAGEMENT, LLC. Credit cards will be processed by SPECTRUM SPORTS MANAGEMENT, LLC and checks needing to be processed will be sent to the "City of Huntington Beach Community Services Department" each month. • Collect all declined credit cards and bad or cancelled checks. "SPECTRUM SPORTS MANAGEMENT LLC" will send a monthly report with all checks to the City of Huntington Beach. Address where checks should be sent is: City of Huntington Beach Community Services Department, 2000 Main Street, Huntington Beach, CA 92648. The report will specify the person's name, address, phone number, check number and amount paid with a total included. SPECTRUM SPORTS MANAGEMENT will also upload this information to the on line registration and at the conclusion of the race, provide an updated database with all of the particular information. "SPECTRUM SPORTS MANAGEMENT LLC" will handle all calls from entrants. Within two weeks following the event, Spectrum Sports Management LLC" will provide an email attachment with a complete list of entrants with full addresses in Excel format, for the City of Huntington Beach mailing list. b. Packet Pickup "SPECTRUM SPORTS MANAGEMENT LLC" may be asked to hold a briefing the day before or the morning of packet pickup. "SPECTRUM SPORTS MANAGEMENT LLC" will provide staff members for packet pickup before the race. These "SPECTRUM SPORTS MANAGEMENT LLC" staff members will oversee pre-registration pickup and will handle all on-site registration and any registration issues or problems. ® Provide adequate volunteers for registration pickup during packet pick- up periods. ® Handle all athlete concerns with the assistance of the City of Huntington Beach. 5. Expo • Solicitation of Expo vendors, speakers, entertainers (sportswear, health professionals, sport equipment, food, etc.). • Set-up/Strike-down coordination. • Monitor business licenses/insurance/health codes. • Volunteer/Sales Coordinator. 6. Volunteer Management Assist the City of Huntington Beach and 4th of July Board with the following as negotiated: • Organize and assign volunteers to appropriate race area. • Oversee volunteer check-in booth. • Communicate with committee members regarding volunteer specifics. • Set-up and stock volunteer/staff refreshment area. 7. Public Relations Assist the City of Huntington Beach and 4th of July Board with the following as negotiated: a. Media Liaison • Assist with the Pre-event/Event Media Contact. • Assist with the Press release and packets. b. Photography • Solicitation of race photographer as needed. • Negotiate contract and agreement with approval of the City's Community Services Department and 4th of July Board as needed. c. Marketing • Establish marketing of event in all media with approval of the City of Huntington Beach Community Services Department and 4th of July Board. • Responsible for pre-event set-up. • Sponsorship marketing per agreements. d. Race Announcer • Solicitation of race announcer. • Coordinate race information for announcer. • Contract for sound system at finish line. • Negotiate contract and agreement with approval of the City's Community Services Department and 4th of July Board. 8. Awards Ceremony "SPECTRUM SPORTS MANAGEMENT LLC" will provide the announcer with an awards printout (listing the top 3 only in each division) for the ceremony. "SPECTRUM SPORTS MANAGEMENT LLC" will handle any protests/category changes at the awards ceremony. Award ceremony will take place at the conclusion of the event • Develop and coordinate awards ceremony (sound, awards, etc.). • Announce winners at awards ceremony. • Contract for sound system at stage. 9. Banner/Signage Management • Confirm supplies/signage etc. for finish line and surrounding areas. • Work with each section's coordinators on banner placements and esthetics. 10.Hospitality/Logistics Coordinator Assist the City of Huntington Beach and 4th of July Board with the following as negotiated: a. Athlete Finish Line Food • Coordination of hospitality volunteers. • Solicitation of and set-up of finish line food donations. • Work with Volunteer Coordinator on food for volunteers. • Confirm/Order supplies for hospitality area. • Hang and display banners once locations and sites are approved by the City of Huntington Beach and 4th of July Board. b. Trash Removal/Portable Restrooms • Coordinate volunteers for trash removal. • Order and confirm trash dumpster and boxes, and portable restrooms. • Coordinate and monitor supplies (bags, gloves, trash pickers, etc.). 11.Course Coordinator a. Confirm supplies for run course • Hang and display banners once locations and sites are approved by the City of Huntington Beach and 4th of July Board. • Coordinate fencing drop-off/pick-up. • Coordinate with traffic control company pre-race and event weekend • Patrol run course during race. • Coordinate run course volunteers. b. Course Vehicles Assist the City of Huntington Beach and 41h of July Board with the following as negotiated: ® Assist with arranging for course vehicles. 12.SafetyMater Stations • Coordination and set-up/tear down course aid stations (water, minor first aid supplies) ➢ Run course at turn around ➢ Run Course at North turn around • Coordination and set-up/tear down Finish Line aid station (water, medical services) ➢ Medical personnel ➢ Water/Warm fluids ➢ Ice ➢ General medical supplies ➢ Communication person ➢ Assist with the coordination medical volunteers ➢ Confirm supplies and signage for medical ➢ Assist with the coordination of communications with fire paramedic ➢ Hang and display banners once locations and sites are approved by the City of Huntington Beach and 4th of July Board 13. Obtain necessary permits/maps/permission as agreed upon by both parties. • Health Permit • Location for Packet Pick-up 14. Maintain Surf City Run Website • Post official finish times with complete results with all times by 6:00 pm on the day of the race. • Post confirmation list of all entrants, updated monthly once the first entry is received and weekly beginning in June. 15. Volunteer Management • Work with City Volunteer Coordinator. • Market volunteer program. B. Equipment "SPECTRUM SPORTS MANAGEMENT LLC" will provide necessary equipment for the Surf City Run. C. Additional Specifications "SPECTRUM SPORTS MANAGEMENT LLC" will submit proof of a valid City of Huntington Beach Business License, proof of Liability Insurance and proof of valid Worker's Compensation insurance (if"SPECTRUM SPORTS MANAGEMENT LLC" employs staff as opposed to contractors). "SPECTRUM SPORTS MANAGEMENT LLC" will attend event-planning meetings as agreed upon by both parties in the months prior to the event and debriefing meeting after the event. II. "The City of Huntington Beach" will provide the following services for the Surf City Run scheduled for July 4. 16. Payment processing ® Forward credit cards and checks for mail-in entries each month when received by "SPECTRUM SPORTS MANAGEMENT LLC". • Notify "SPECTRUM SPORTS MANAGEMENT LLC" of all declined credit cards and bad or cancelled checks for them to collect. 17. Working Budget • Provide a working expense budget • Process all pre-approved invoices for payment submitted by SPECTRUM SPORTS MANAGEMENT, LLC. 18. Provide location for events • Provide a location to set up expo • Provide a secure run course 19. Accommodations • Provide limited hotel housing on July 3 for event and event crew as approved by the City of Huntington Beach and 4t" of July Board II. Budget A. Expense: • The City of Huntington Beach will pay "SPECTRUM SPORTS MANAGEMENT LLC" $17,500 + $3 for every participant over 3,300 for the above services. The fee includes all travel and additional expenses of "SPECTRUM SPORTS MANAGEMENT LLC". No reimbursable or "a la carte" items are permitted without prior approval. • Payments will be made as follows: $8,750.00 days prior to event, $8,750 + $3 for every participant over 3,300 due within ten days of the conclusion of the event. • The City of Huntington Beach will pay 100% of event expenses per the approved budget. Reimbursement of certain expenses pre approved expenses incurred by SPECTRUM SPORTS MANAGEMENT may be made in an amount up to $7,500 for a total amount not to exceed $30,000. ® 20% of sponsorship and expo booth sales will be retained by "SPECTRUM SPORTS MANAGEMENT LLC" as approved by the City B. Revenue: ® 80% of sponsorship and expo booth sales will be paid to the City of Huntington Beach as approved by the City of Huntington Beach. ® 100% of logo-wear will be paid to the City of Huntington Beach. ® 100% of entrance fees, including packet pick-up will be paid to the City of Huntington Beach. EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Total fees shall not exceed Thirty Thousand Dollars ($30,000.00). CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum contract limit. CONSULTANT shall not continue with any work effort over the amount of the maximum contract limit unless first authorized in writing by CITY authorized representative(s). 2. Delivery of work product: A copy of every memorandum, letter;.report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B EXHIBIT B Fixed Fee Payment <; CITY OF HUNTINGTON BEACH Professional Service Approval Fora PART II 2or� Date: 1/7/ 1.01f Project Manager: Naida Osline Requested by Name if different from Project Manager: Department: Community Services PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & II MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant:Spectrum Sports Management 2) Contract Number: CMS 010 002 00 (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 30,000 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Director of Finance (or de ignee) Signature Date CITY OF HUNTINGT N BEACH Professional Service Approval Form PART Date: 1/6/2010 Project Manager Name: Naida Osline Requested by Name if different from Project Manager: Department: Community Services PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY ADMINISTRATOR, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Management and operation of 4tn of July Surf City Run 2) Estimated cost of the services being sought: $ 30,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No 4) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) ❑ Yes No 5) Business Unit and Object Code where funds are budgeted: 20445803.69365. 6) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ® MC 3.03.08(b) —Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08-- Contract Limits of$30,000 or less exempt procedure will be utilized. / Department Head ignature Date r APPROVED DENIED ❑ C d inistrator's Signature Date 1 Director of Finance's Initials Deputy City Administrator's Initials Date Date to Spectrum Sports 0011I110 ® 02 o State ®f California , Bill Jones FILED �o Secretary of State torne oft fftsetxe qof of 94$t*of 0-ed9tr7w LIMITED LIABILITY COMPANY ; ARTICLES OF ORGANIZATION APR 10 2001 i A$70.00 filing fee must accompany this form. tti,'g IMPORTANT-Read ristructions before completing this form. a�i(� apeTINL4,tee"Forrily 1. Name of the limited liability company (end the name with the words'UmKed Liability Company,"'Ltd.Liability Co.;or the abbreviations'LLC'or j G?.C— "r'C.f ✓Yt v rY-S Q A c- L t �. 2. The purpose of the limited Lability company is to engage In any lawful act or activity for which a lirrited liability company may be organized under the Beverly-Kitlea limited liability company act. 3. Name the agent for service yof process and check the appropriate provision below: f - I i j�Qa-l 'D: r-2� which is [ an individual residing in CaliforA. Proceed to Item 4. [ j a corporation which has filed a certificate pursuant to section 1505_ Proceed to item 5. 4. If an individual,Ca`!ifomia address of the agent for service eo process: Address: (3 ,7 Y & C l-,a ,I G e-.,p V City. G t 4t Ci2 Wt Cp ✓ -i— State: CA zip Code_ '71 7 i 5. The limited liability company will be managed by: (check one) i [ l one manager ( j more than one manager 1\.161ngie member limited liability company [ 1211 limited liability company members ` 6. Other matters to be included in this certificate maybe set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7_ Number of pages attached,if any: 8. Type of business of the limited ilab(Ils company.(For.lp 7�lo`n�a!our ortiy ✓� + �� �u G 4 -O n =jg 9. DECLARATION: It is hereby declared that i am the person Nvho executed this instrument,which execution is my act and deed. Signature of Organize. Type or Print Name of Organizer I Date l 10. RETURN TO: (— 1 NAME I � t C��ICk�l � � O✓1 gyp. FULM �� �G� r t, wt. Son d>rq� 16 n a A G AVDRIEss 3 YI-1 t, (I- (—a r-L-4 e-o L-4 f-i-(1 CITyfSTATE 465—* l cL r'e_ 1-1i c ZIP'GIVE (_ 9 1 rl 1 SEGlSTATE (REV. 121991 FORM LLC-1-FLNG FEE W0.00 Appfoved by Secretary of State ATE AC®R4, CERTIFICATE OF LIABILITY INSURANCE 12 °12/09/2009 PRODUCER Serial# 104308 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION KESSLER-ALAIR INS SVCS INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.BOX 1120 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CLAREMONT,CA 91 71 1-11 20 INSURERS AFFORDING COVERAGE NAIC# INSURED NSURER A: BURLINGTON INSURANCE COMPANY SPECTRUM SPORTS MANAGEMENT, LLC INSURER B: 1420 N. CLAREMONT BLVD.,SUITE 200C INSURER C CLAREMONT, CA 91711 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFEC E POLICYMiD N LIMITS GENERAL LIABILITY DATE MM�DD �DAATTEE EACH OCCURRENCE $ 11000,000 A Y X COMMERCIAL GENERAL LIABILITY A A O ENTED 1816006644 12/30/09 12/30/10 MI a occurence $ 100,000 CLAIMS MADE Fx-1 OCCUR MED EXP(Arty one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOPAGG $ INCLUDED X POLICY' JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO p pin A r FORM �,� (Ea accident) ALL OWNED AUTOS �'1�F +D A 1'ORM GODLY INJURY $ SCHEDULED AUTOS 0.V//(/J'' (Perperson) HIRED AUTOS JE FE CG o 0 eY BODILY INJURY $ NON-OVMED AUTOS T (Per accident)) /��w PROPER7YDAMAGE (Peraccident) $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY ,AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ CCCUR FI CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ WORKER'S COMPENSATION AND TORY LINT S R EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNERIEXECUTiVE EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? EL DISEASE-EA EMPLOYEE $ It yes,descnbe under SPECIAL PROVISIONS bodow EL DISEASE-POLICY LIMIT I$ OTHER DESCRIPTION OF OPERATIONSAOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR. SPORT MARKETING&EVENT PRODUCTION. THE CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED, CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS. IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR ATTN: RISK MANAGEMENT REPRESENTATIVES 2000 MAIN STREET AUTHORIZED REPRESENTATIVE HUNTINGTON BEACH,CA 92648 ACORD 25(2001108) ©ACORD CORPORATION 1988 CERTPROSTP5 ANDERSON & MURiSON General Change Endorsement 800 W.COLORADO BLVD, LOS ANGELES CA 323-255-2333, Producer Number: 04909B Provider Number: BU Producer Name: KESSLER-ALAIR INS,SVCS.,INC. Provider Name: Burlington Insurance Company Address: P.O.BOX 1120 Address: P O BOX 65756 CLAREMONT,CA 91711-1120 CHARLOTTE,NC 28265-0756 Insured Number: 95274 Policy Number: 181BOO6644 Insured Name: SPECTRUM SPORTS MANAGEMENT,LLC. Policy Inception Date: 12/302009 Insured Address: 1420 N CLAREMONT BLVD STE 200C Policy Expiration Date: 1 2/3 02 01 0 CLAREMONT,CA 91711 Endorsement Number: 1 Endorsement Effective Date: 1 2/3 02 00 9 Endorsement Expiration Date: 1 2/3 02 01 0 Processed on: 01212010 In accordance with the terms and conditions of the above mentioned policy,the policy is hereby amended as follows: Transaction Reason: THE FOLLOWING ADDITIONAL INSURED IS HEREBY AMENDED TO READ PER FORM BGG370 Extended Reason: THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS. 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 Generated by: Estrella Banuelos Generated— 01121,2010 01:36 PM Created By: Estrella Banuelos Page 1 Of 1 PPS-NENDT1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (TENDER OF ANY LOSS TO OTHER AVAILABLE INSURANCE, AND EXCLUSION OF EMPLOYEE INJURY) This endorsement modifiesinsuranceprovided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement changes the policy effectiveon the inception date of the policy unless another date is indicated below. Endorsement Effective Attached to and forming a part of Policy Standard Time Endorsement Number Number mm I dd I yy 1 12:01 1 A.M. 181B006644 12/30/2009 1 (The above information is required only when this endorsement is issued subsequent to preparation of the policy.) Authorized Representative Date SCHEDULE Name of Person or Orgganization: THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH, CA 9264G This endorsement is provided in consideration of an additional premium. Premium: 100 Exposure: Only the person or organization named Classification Code: 49950 Who Is An Insured (Section ll) is amended to This insurance does not apply to any "bodily include as an insured the person or organization injury" to: shown in the SCHEDULE, but only with respect a. An "employee" of any insured, or a to liability arising out of your ongoing operations person hired to do work for or on behalf performed for that insured, including acts or of any insured or a tenant of any insured, omissions of the Additional Insured in connection that arises out of and in the course of: with the general supervision of such operations. Except as provided above, this insurance does (1) Employment by any insured; or not apply to any "bodily injury," "property damage" or "personal and advertising injury" (2) Performing duties related to the arising out of or resulting from the neglect or conduct of any insured's business; or negligence of the Additional Insured described in b. The spouse, child, parent, brother or this endorsement. sister of that "employee" as a con- The company willhave no duty to defend any "suit" sequence of Paragraph a. above. which alleges neglect or negligence of the This exclusion applies: Additional Insured. If other valid and collectible insurance is available a. Whether an insured may be liable as an to the person or organization shown in the employer or in any other capacity, and SCHEDULE for a loss we cover under Coverage A b. To any obligation to share damages with or B of the Coverage Form to which this or repay someone else who must pay endorsement attaches, then the person or damages because of the injury. organization shown must also tender any loss to each such other insurance. Should such other These provisions and exclusions apply in addition insurance apply, then this insurance is excess to those contained in the Coverage Form. All of over any other such insurance. the provisions and exclusions of the policy that apply to LIABILITY COVERAGES also apply to this endorsement. BG-G-370 0503 Page 1 of 1 AC®R®, CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYVY)ol/27/2010 PRODUCER 909.931.1500 FAX 909.932.2133 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Kessler Al ai r Ins. Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License # OA 91387 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 2335 W Foothill Blvd., Ste. 1 Upland, CA 91786 INSURERS AFFORDING COVERAGE NAIC# INSURED Spectrum Sports Management, LLC INSURERA: Mount Vernon Fire Ins Co 1420 N Claremont Blvd #200C INSURER B: Claremont, CA 91711 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDT TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMBS LTR NSfl DATE MM/DD/YYYY DATE MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY DAMAGET RENT - PREMISES Ea occurrr ence $ CLAIMS MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO-- LOD JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS 111-FR ��' '�' RIM BODILY INJURY $ NON-OWNED AUTOS a 1 RIM (Per accident) J I�+ 2 .y tg PROPERTY DAMAGE $ l3 ill,City e (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO GJ `�' OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION W A U- H- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ II yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ roessional Liability SP 2007901B 12/30/2009 12/30/2010 $1,000,000 Per Claim A $1,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT!SPECIAL PROVISIONS '110 day notice of cancellation applies for nonpayment of premium CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN City of Huntington Beach NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Nai da Osl i ne IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 2000 Main Street REPRESENTATIVES. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE a Teresa Gordon ERESA ®iq'VI14.4 ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s),authorized representative or producer,and the certificate holder,nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2009/01) Jun 25 09 04: 44p Spectrum Sports 1 -909-399-9779 p• 2 POLICYHOLDER COPY SC MAT P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 COMPENSATION INS URA4NCE CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 05-01-2009 GROUP: 000562 POLICY NUMBER: 0000470-2008 CERTIFICATE ID: 2 CERTIFICATE EXPIRES: 05-01-2010 05-01-2009/05-01-2010 CITY OF HUNTINGTON BEACH SC 2000 MAIN STREET HUNTINGTON BEACH CA 92648 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. ---' This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or after the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. �THQRIZEDREPRESENTATI f PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1901 - MICHAEL BONE - EXCLUDED. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 05-01-2006 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. . ._ .A F7EDAS Ip_Fp1 A�GRATH, C1ty A me q V/10 EMPLOYER SPECTRUM SPORTS MANAGEMENT LLC Sc 2058 N MILLS 454 CLAREMONT CA 91711 M0409 PRINTED 04-17-2009 fREV.2-05) Oct 01 08 09: 12a Spectrum Sports 1-909-399-9779 p. 2 AGREEMENT FOR CARLSBAD M&J&J=N 9UN-T PRODUCER SERVICES Spectrum Sports Management LLC THfS AG}tiEEIVT is made and entered into as of the Ar)ay of 20= by and between the CITY Ole CARLSBAD, a municipal corpo on, (°City"), d Spw1rum SPQr1s Manaae.M-!Pnl Lju.0 an Event Producer("Contractor"). ]BCCITALS A, City requires the professional services of an Ev m P_ arc auger-that is experienced in producing Triathlons pnd lth Expgs B. Contractor has the necessary experience in providing professional services-and advice related to 2008, Carlsbgl T nthlon C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to performs such work. , NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,City-and Contractor agree as follows: 1. SCOPE OF Wo City retains Contractor to perform, and Contractor agrees to render, those services (the "Services")that are defined in attached Exhibit "A', which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF 1R�RFi�ANCE While performing the Services, Contractor will exercise the reasonable professional care and shill customarily exercised by repistable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. 'R,_F R The term of this Agreement will be effective for a period of Qgq_yex from the date first above written. The City Manger may amend the Agreemew — a.,,—A it fnr two additional ong year periods or parts thereof in an.amount not to excee. Agreement year, Extensions will be based upon performance, City needs, and appropriation of funds by the City. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. . 4. TIME IS OF THE E$nNCk Time is of the essence for each and every provision of this Agreement. S. Cam',. MA179h1 '[tau tntsal f^�ns►v1hh. fnr the to h;performed dig the initial. Agreement term will be compensation for the Services will be allowed except -ats to this Agreement. The City reserves the right to l City has accepted the work and/or Services specified - City Aftorney Approved Version*11.28.06 Oct' O1 08 09: 12a Spectrum Sports 1-909-399-9779 p.3 Incremental payments,if applicable,should be made as outlined in attached Exhibit"A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling,and not as an employee of City_Contractor will be under control of City only as to the mutt to be accomplishes}, but will consult with City as necessary.The persons used by Contractor to provide services under this Agreement Witt not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled City will not matte any federal or state tax withholdings on behalf of Contractor or its agents,employees or subcontractors.City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors_ Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers'compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing.to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services,Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City_ Contractor will be .responsible for payment of subcontractors Contractor will bind every subcontractor and every subcontractor of a subcontractor by the of this Agreement applicable to Contractor's work unless specifically noted to the contrary in t ie.subcontract and approved in writing by City. S. OTiWR CONTRACTORS The City reserves the right to employ other ntractors in connection with the Services_ 9. INDEMNIFICATION Contractor agrees to indemnify and hold W rmlm the City and its officers, officials, employees and volunteers from and against all-cl ' damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyo ie for whose acts any of them may be liable. "The parties expressly agree that any pa ent, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured em loyee under the City's self-administered workers' compensation is included as a toss,expo or cost for the purposes'of this section, and that this section will survive the expiration or early t nnination of this Agreement City Attorney Approved Version i#1128.06 Oct 01 be 09: 13a Spectrum Sports 1-509-399-9779 p. 4 10, INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property wbich may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California.The insurance carrier is required to have a current Best's Key Rating of not less than"A-:V". 10.1. Coverages and Units- Contractor will maintain the types of coverages and minimum limits indicated below,unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any Iimitations or cap on Contractor's indemnification obligations under this Agreement.City,its officers,agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. if Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000,000 combined single- limit per occurrence for bodily injury, personal:injury and property damage. If the submitted policies contain aggregate limits,general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile L'iabiliiy (if the use, of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Corn nsation and Employer's Liability.._Workers'Compensation limits as required by the California Labor Code;and Etfaployer's Liability limits of$1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides,to City's satisfaction,a declaration stating this. 10.1.4 PrpfessiQnal Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less.-than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain,or are er►dorsed to contain,the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.23 Thus insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty(30)days prior written notice to City scnl by cer"ed mail pursuant to the Notice provisions of this Agreement_ City Attorney Approved Version#11.28 06 Oct 01 08 09: 13a Spectrum Sports 1-909--399-9779 p•� 10.3 ProyidingrCerttfieates of insurance and Endorsements.Prior to City's execution of this Agreement,Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. if Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies_City reserves the right to require,at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS IACENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement,as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and acc to records with respect to costs incurred under this Agreement.All records will be clearly idea fiable.Contractor will allow a representative of City during normal business hours to examine, udit, and make transcripts or copies of records and any other documents created pursuant to Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and 'vities related to the Agreement for a period of three (3)years from the date of final payment and r this Agreement. 13. OWNERSMP OF DOCUMENTS All work product produced by'Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City, In the event ibis Agreement is terminated, all work product produced by Contractor or its age ats, employees and subcontractors pursuant to this Agreement will be delivered at once to City Contractor will have the right to make one(1)copy of the work product for Contractor's records 14. COPYRIGHTS Contractor agrees that all copyrights that hrise from the services will be vested in City and Contractor relinquishes all clairns to the copyrights in favor of City_ I5. NOTICES f The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Ci : Name Bonnie L.Elliott Address 3096 Harding Street '-itle Recreation Area Manager Carlsbad,CA 92008 Department.Comm.Srvc.- Recreation phone No. 760-602-7515 City (Irf;arfinNut Phone No.760-434-7287 City Attomey Approved Version#11.28.06 . A oc- 01 08 09: 13a Spectrum Sports 1-909-399-9779 p.6 For Contractor. Address 2058 N_Mills Avenue,9454 "Spectrum Sports Management LLC" Claremont CA 91711 Phone No_909-399-3553 Office). Name Mike Bone Phone No.209-268-4542(cell) Title President/Managing Member Phone No.909-399-9779!fax) Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF fNTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure ender the Political Reform Act and City's Conflict of!merest Code.is required of Contractor or any of Contractor's employees,agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees„ agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and, contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees;-.subcontractors and consultants warrants that by execution of this Agreement, that they have no interest;present or contemplated,in the projects affected by this Agreement.Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors-and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively,that Contractor will file with the City an affidavit disclosing this interest. 17. GENF AL COM PL1ANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor,or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws,ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement_ _18. ]DISCR IN .ATIONAND.FURASSMENT PROMBITED Contractor, will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment Cny Anomey Approved version 41 1.28.W Oct 01 08 09: 14a Spectrum Sports 1-909-399--9779 p. 7 19. DISPUTE RESOLUTION If a dispute should arise regarding the perfornmee of the Services the following procedure will be used to resolve any questions of fact. or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questionsy and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the Ietter along with a recommended method of resolution within ten(10)business days_If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and shay then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERN INATION In the event of the Contractor's failure.to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified snail of the termination. If City decides to abandon or indefinitely postpone the work o7 services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor.Upon notification of termination, Contractor has five(5)business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed_ Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City,Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total.will not exceed the lump sum fee payable under this Agreement. City will make the fiscal determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT # +ES Contractor warrants that Contractor has not employed or retained any company or person,other than a bona fide employee working for Contractor,to solicit or secure this Agreement,and that Contractor bas not paid or agreed to pay any company or person, other than a bona fide employee; any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent -upon, or resulting from, the award or making of this. Agreement For breach or violation of this warranty, City will have the right to annul this Agreement without liability,or, in its discretion, to deduct from the.Agreoment_gricc,or.eonsderalio .or other recover,the full amount of the fee,commission,percentage,brokerage fees,gift,or contingent fee. CAA Attorney AppruvM Version#11,28.06 a Oct O1 08 09: 14a Spectrum Sports 1-909-399-9779 p. 8 22. CLAIMS AND LAWSIII TS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be. asserted as part of the Agreement process as set forth in this .Agreement and not in anticipation of litigation or in conjunction with litigation.Contractor acknowledges that if a false claim is submitted to City,it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information_ If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs,including attorney's fees.Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five(5)years.Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS ACIDVENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County, of San Diego,State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City,which shall not be unreasonably withheld. 25. . IJNTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of.it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agmement nor any of its provisions may be amended,modified,waived or discharged except in a writing signed by both parties_ City Attamey Approved Version#11.28.06 7 Oct O1 08 09: 15a Spectrum Sports 1-909-399-9779 p-9 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right And actual authority to bind Contractor to the terms and conditions of this Agreement CONTRACTOR (e- mail address) *By: CITY po a c" al (Sign here) corpora (print name/title) a.Lodi n� J�- rJ ayormail addressA **By: (sign here) BAD C P: IM OD n LO E M. OD (print name/title) City Clerk If required by City,proper notarial acknowledgment of execution by contractor must be It '%X'�, tf a Corporation. Agreement must be sighed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President,or Assistant Secretary, Vice-President CPO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s)signing to bind the corporation. APPROVES.?AS TO FORM: RONALD R. BALL,City Attorney By: , Deputy City Attom y city Attorney Approved Vemion#11.28.06 Oct 01 08 09: 15a Spectrum Sports 1-903-399-9779 p. 10 CAL19FOU AA ,�LL PURPOSE AC:"OW L1E1(DG14Et+1T State of CaUbmia County of Los Angeles On 6+' Z& 200 before me, M. Hayward, Notary Public, p> rsonally appeared Boyo—) _:personally known to me -or- roved to me on the basis of satisfactory evidence to be the person(lowhose name)ice. zm subscribed to the within instrument and acknowledged in me that sWttaef-executed the same in his t -authorized capaclty(ies}; and that by bWh*Uieir signature"n the instrument the person, or entity upon behalf of which the persungo acted, executed the instrument. WrTNMS. my hand and official seal. M.HAYWARD � _ Commission#1504211 ll -+m Notary Public-Coilfoinio - w 1ps Ange[Os County 1•"'� � My Comm.Euptres Jul 27,2006 ...w..------0MONAL Though Ma anforraAaff a parr is not enquired fly law,it nwy proiw valawMe to perms Mlyiaay aaen the docuam wg and could vent fraudulart awolval and rw im ene of this form to anoveer doculnent. Desa iption-of Ached.Dowment ltte or Type of Document- Document D6te: F )�. Signer(s)Other Than Named Above: { n66 &-i..x�, ' Capacetg(ies)cBatmed by 519neds) Signers name: Signers name: Individual Individual Corpora Ct#fiicer r Corporate Officer Tiiie{s) Me,mtc� (� �Ttle(s) Partner—_ U General _Partner— Umked General Attorney-in-Fact Attorney-in-Fact Trustee Trustee Guardian or Conservator _ Guardian or Conservator Other _other Signer is Representing: Signer is Representing: