HomeMy WebLinkAboutCC AG PKT 2008-03-10 #H
AGENDA STAFF REPORT
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DATE:
TO:
THRU:
FROM:
March 10, 2008
Honorable Mayor and City Council
David Carmany, City Manager
June Yotsuya, Assistant City Manager
SUBJECT: Approval of Amendment to Agreement for Operation
and Maintenance of Seal Beach Tennis Center
SUMMARY OF RI;QUEST:
The City Council to adopt a Resolution Approving the Amendment to Agreement
between the City of Seal Beach and Eric Stephens.
BACKGROUND:
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The City of Seal Beach and Eric Stephens entered into an agreement for
services in December 2004 for the operation and maintenance of the Seal Beach
Tennis Center. The agreement provided for an introductory period from
December 24, 2004 through January 31, 2005 to ease transition from a private
tennis club to a public recreational facility.
After the introductory period, the agreement included a term periOd commencing
on February 1, 2005 and expiring December 31, 2006. The agreement specified
that the City Manager or his designated representative may annually extend the
terms of the agreement beyond the initial two-year period for three additional
one-year periods by written notice to the contractor.
Eric Stephens serves as on-site manager of the Seal Beach Tennis Center and is
responsible for its daily operations. His services have included operation of a
snack bar, fitness room, clubhouse, pro shop and providing for tennis instruction
and tennis court rentals. Eric Stephens has consistently provided quality
maintenance and services on the premises, works cooperatively with the City on
repair and replacement items and has made considerable effort to attract new
users to the center. He has continued to honor the terms of the agreement in
2007 and the City Manager's Office has provided written notification to Mr.
Stephens for an additional one year period.
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Agenda Item H
Page 2
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FINANCIAL IMPACT:
The contractor shall continue to pay a base monthly rent that is adjusted
periodically as defined in Section 3.1 of the original agreement and shall continue
to pay the city any applicable monthly percentages of gross revenues as defined
in Exhibit B of original agreement.
RECOMMENDATION:
city Council to approve:
"A Resolution of the City Council of the City of Seal Beach, California Approving
an Amendment to the Agreement between the City of Seal Beach and Eric
Stephens. .
SUBMITTED BY:
NOTED AND APPROVED:
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, Assistant City Manager
David Carmany, C' Manager
Attachments:
A, Original Lease Agreement
B. Proposed Amendment
C. Resolution Approving Agreement
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AGREEMENT FOR SERVICES
Operation and Maintenance of Seal Beach Tennis Center
This AGREEMENT FOR SERVICES is dated as of December 13, 2004, and is entered into by
and between THE CITY OF SEAL BEACH, a municipal corporation ("CITY") and ERIC
STEPHENS, an individual, and as an independent contractor ("CONTRACTOR").
RECITALS
WHEREAS, Seal Beach Tennis Center,located at 3900 Lampson Avenue, Seal Beach, CA 90740,
consists of a seven-acre site, 16 tennis courts, a pro shop, a 2,100 square foot clubhouse with kitchen and
lounge area, a 3,200 square foot locker/shower restroom facility, a 1,000 square foot fitness room and a
parking lot (collectively "the Center");
WHEREAS, CITY requires qualified management and operation of the Center;
WHEREAS, CITY desires to contract for said services as is consistent with public park and
recreation purposes;
WHEREAS, CONTRACTOR has been deemed qualified and experienced to provide for the
management and operation of the Center; and
WHEREAS, CONTRACTOR desires to enter into an Agreement with CITY pursuant to which
CONTRACTOR shall operate and maintain Center subject to the terms and conditions set forth in this
Agreement; and
NOW, THEREFORE, CITY and CONTRACTOR hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES: TERM
1.1 General ScoDe of Services.
CONTRACTOR shall provide professional management and operational services for the Center
as set forth in Exhibit A-Scope of Services.
1.2 Introductorv Period.
From December 24, 2004 through January 3J, 200S "the Introductory Period", CONTRACTOR
shall perform the services described in Exhibit A~Scope of Services; provided however, during the
Introductory Period, the Center will be open for public play at no charge, on a first come, first serve basis
as a marketing tool to introduce the Center to the community, and services such as the pro shop, snack bar
and fitness room will not be operated. (This will provide the CONTRACTOR opportunity to set up
operations and services, hire employees, establish subcontracts, apply for a liquor license and fulfill the
startup requirements identified in this Agreement.) Additionally, CONTRACTOR shall be responsible
for initiating a marketing campaign to attract Center users on a monthly fee basis as well as the daily court
play fee that will commence on February I, 200S as set forth in Exhibit B-Fees and Payments.
CONTRACTOR may charge a prorated fee for monthly players during the Introductory Period of which
the contractor shall pay to the City 8%. If a prorated fee is charged to monthly play, such players must
sign an indemnity agreement and sign agreement to abide by the rules of the Center.
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Agree",ent/OI' S.,..icu-Seal Beach TeM" ('..nter
CONTRACTOR shall be pennitted to conduct private tennis instruction during the Introductory
Period.. Prior to December 24, 2004, and before any work can be performed on site, CONTRACTOR
must fulfill all necessary requirements covering the CONTRACTOR, including proper insurance,
fingerprinting and background investigation and security bond as identified in this Agreement
1.3 Term of A '"""""'''"t Rights to Terminl,t" or Extend.
After the Introductory Period described in Section 1.2, this Agreement shall continue for a period
of two calendar years (the "Term''), commencing on February 1,2005 and expiring December 31,2006,
subject to extension or termination pursuant to the provisions of this Agreement. The City Manager (or
his designAted representative) may annually extend the terms of this Agreement beyond the initial two-
year period for three additional one-year periods by written notice to CONTRACTOR.
ARTICLE n
RESPONSIBILITIES
2.1 General Responsibilities.
During the Term, CONTRACTOR sball provide the services described in Exhibit A-Scope of
Services.
2.2 Control and Pavment of Subordinates.
CITY retains CONTRACTOR as an independent contractor and not an employee of the CITY.
All personnel to be utilized by CONTRACTOR in the performance of this Agreement shall at all times
be under CONTRACTOR'S exclusive direction and control. CONTRACTOR shall pay all wages,
salaries and other amounts due such personnel in connection with their perfor:mance of services under this
Agreement and as required by law. CONTRACTOR shall be responsible for all reports and obligations
with respect to such personnel, including, but not limited to social security taxes, income tax. withholding,
unemployment insurance, and workers' compensation insurance.
2.3 . Standard of Care: Licenses.
CONTRACTOR shall perform the services under this Agreement in a skillful and competent
manner. CONTRACTOR represents and warrants to CITY that it has all licenses, permits, qualifications
and approvals of whatever nature that are legally required to practice its profession and to perform the
work hereunder. CONTRACTOR further represents and warrants that it shall keep in effect all such
licenses, permits, and other approvals during the term of this Agreement, as deemed necessary for the
operation of the Center. CONTRACTOR shall be responsible for the application and maintenance of a
liquor license in accordance with all applicable regulations of the Alcohol and Beverage Control Board
and local, county, state andlor federa1law. At such time, that the CONTRACTOR obtains said liquor
license, CONTRACTOR shall provide CITY with additional insurance coverage for such activity
related to the alcohol sales at the Center and shall be responsible for obeying all requirements and
limitations associated with such activity.
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Agreement/or Services-Seal Boach Tonnis Con'e.
2.4
Condition ofFacilitv.
CITY makes no representation as to the quality, condition or status of the Center.
CONTRACTOR shall assume responsibilities of the Center and related facilities and services in an "as
is" condition, without representation or warranty express or implied.
2.5 Contract Re,presentatives.
CONTRACTOR "i.e. Eric Stephens, the individual", shall serve as on-site mAnAger, be
responsible for the daily operations of the Center and be accessible at all times during the hours of
operation as described in Exhibit A-Scope of Services. June Yotsuya, Assistant City Manager for the
City of Seal Beach, shall act as CITY'S Contract Representative for purposes of this Agreement, and
such Contract Representative shall have the right to make all decisions to be made by CITY under the
Agreement (unless otherwise expressly provided herein). CITY may designate other representatives as
deemed necessary in the execution of the terms set forth in this Agreement
2.6 Accountine: Records.
CONTRACTOR shall maintain complete and accurate records with respect to revenues and
expenses incurred in the performance of this Agreement. All such records shall be clearly identifiable as
being associated with this Agreement. CONTRACTOR shall meet on a monthly basis with an authorized.
representative of CITY, during normal business hours, to examine, audit, and make transcripts or copies
of such records. CONTRACTOR shall allow CITY to inspect all work, data, documents, proceedings
and activities related to this Agreement during the term of this Agreement (including any extensions) and
for a period of one year thereafter.
2.7 Hours of 0geration.
CONTRACTOR shall maintain a schedule and hours of operation as identified in Exhibit A-
Scope of Services and may change the hours upon prior written notification to and prior written consent
of CITY at its sole and absolute discretion.
2.8 Restrictions.
CONTRACTOR shall not permit any children under the age of sixteen (16) to use the fimess
room, lockers, spa or sauna.
2.9 Facilitv SUlJervision and Maintenance.
CONTRACTOR shall maintain staffing levels and maintenance of the Center necessary to fulfill
the requirements identified in the Exhibit A- Scope of Services throughout the term of this Agreement.
CONTRACTOR shall provide general supervision of all tennis courts, fimess room, locker
rooms and any accessory use of the Center including the enforcement of safety practices and regulations
in connection with the operation of the Center. CONTRACTOR shall exercise the right to exclude
persons from using the Center who do not abide by established rules.
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CONTRACTOR shall use its reasonable efforts to prohibit intoxicated persons, profane or
indecent language, or boisterous or loud conduct in or about the Center, maintain proper security of the
Center and will call upon the aid of peace officers to assist in maint,,;n;ng peaceful conditions.
2.10 Standards and Quality of Service.
CITY shall have the right to establish reasonable standards of performance for CONTRACTOR
and to specify the kind and quality of operation to be conducted at the Center. CITY shall deliver such
standards and the kind and quality of operations in writing to CONTRACTOR by July I, 2005.
CONTRACTOR shall comply in every respect with SUCh standards and specifications. If the CITY
determines that CONTRACTOR is not complying with the standards of performance as outlined by
CITY, the CITY will inform CONTRACTOR in writing of said deficiencies and allow
CONTRACTOR thirty (30) days to comply. If CITY determines after such period of time that
CONTRACTOR is not complying with said standards, CITY will have the right to terminate this
Agreement immediately.
ARTICLE m
COMPENSATION
3.1 PaYments.
In consideration for the rights granted to CONTRACTOR under this Agreement,
CONTRACTOR shall pay to CITY a base amount as set forth in Exhibit B-Fees and Payments on the
first day of each month, as adjusted in accordance with the last paragraph in Section 3.1. A 10% late fee
will be added to payments not paid by the 10lh of same. month. In addition, CONTRACTOR shall pay to
CITY a percentage of gross revenues less the base amount paid monthly to CITY. The percentage shall
be determined on the amount of gross revenue as set forth in Exhibit B-Fees and Payments. Gross
revenue shall be defined as all cash receipts from the Center operations including pro shop, snack bar and
other accessory uses, monthly and daily fees for use of courts, facility rentals and subcontractor
agreements, advertising and marketing revenue and any other services for which a fee is charged that is
not included in any rental or subcontractor agreement. CONTRACTOR shall provide to authorized
representative of CITY a written accounting of gross revenues received each month for calculation of
additional payments ofpercentage of gross revenue less base amount as established in Exhibit B-Fees and
Payments and shall be due and payable the first day of the following month of accrual. A 10% late fee
will be added for such additional payments not paid by the tenth day of same month. CONTRACTOR is
entitled to retain all gross revenues beyond the payments made to the CITY under this Agreement.
Monthly base amount paid to the CITY by CONTRACTOR shall be adjusted periodically as
follows. Starting January 1,2006 and January 1 of each year thereafter, "Adjustment Date", the adjusted
minimum base amount shall be equal to the greater of a) the then current minimum monthly base amount,
or b) ninety percent (90%) of the average of monthly payments (i.e. (1) the minimum monthly base
amoUnt plus (2) the applicable monthly percentage of gross reveJ;l.ues minus the base amount paid by
CONTRACTOR during the year immediately preceding the Adjustment Date.)
3.2 Capital Improvement and Eauipment Fund.
If CONTRACTOR elects to contribute towards capital improvements and/or equipment for the
Center, such as the purchase of exercise equipment, kitchen upgrades, etc., the CITY shall use up to the
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amount of funds paid to CITY under this Agreement to match investment by CONTRACTOR.
Expenditures from said fund shall be made upon the reco=endation of CONTRACTOR subject to the
prior written consent of CITY in its sole and absolute discretion. Any purchases from said fund shall
become the property of the CITY upon expiration or early termination of this Agreement
3.3 Non-Tennis Related Use of Center Clubhouse.
The CITY retains the right to use the Center clubhouse for co=unity purposes at no charge to
CITY up to six times per year provided the CITY notifies the CONTRACTOR no less than fOUI weeks
in advance. If CONTRACTOR can provide verification of a conflict with a previously scheduled event
within one week after the CITY gives notification, CITY shall select another date and time that is not in
conflict with such prescheduled event.
CONTRACTOR may rent the Center clubhouse for non-tennis related activities subject to prior
written notification to and prior written consent of City in its sole and absolute discretion.
3.4 Notices.
All notices and written communications sent by one party to the other shall be personally
delivered or sent by registered or certified U.S. Mail postage prepaid, return receipt requested to the
following addresses indicated below:
IF TO CITY:
City of Seal Beach
City Hall
211 Eighth Street
Seal Beach, California 90740
Attn: June Yotsuya, Assistant City Manager
TO CONTRACTOR:
Eric Stephens
14957 Cenitos Avenue
Bellflower, CA 90706
The effective date of any notice or written communications sent by one party to the other shall be
the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected
by the official U.S. postmark.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
4.1 Indemnification.
From and after the execution of this Agreement, CONTRACTOR and any subcontractors shall
indemnify, defend, protect, and hold harmless the CITY and any and all agents, employees and
representatives of the CITY, from and against all losses, liabilities, claims, damages (including
foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses
(including all reasonable out of pocket litigation costs and actual attorney's fees), and demands of any
nature whatsoever, related directly or indirectly to, or arising out of or in connection with:
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(i) any breach or default by CONTRACTOR or any subcontractor hereunder, or
(ii) any activities of CONTRACTOR (or the activities of agents, employees, representatives,
licensees, guests, invitees, or subcontractors of CONTRACTOR); and
except to the extent such losses or liabilities are caused solely and exclusively by the gross
negligence or intentionally wrongful acts of the CITY.
CONTRACTOR or any subcontractor shall defend, at its expense, including all attorneys' fees
incurred in such defense, the CITY and its council members, board members, offiqers, agents, attorneys,
consultants, independent contractors, servants and employees in any legal action based upon items (i) and
(ii) above or either of them. The CITY may in its discretion, and at its own cost, participate in the
defense of any such legal action. The provisions of this Section shall survive the expiration and any
earlier termination of this Agreement.
4.2 Insurance.
Insurance requirements for CONTRACTOR or any subcontractor under this Agreement are
provided are set forth in Exhibit C- Insurance Provisions.
ARTICLE V
TERMINATION OR BREACH OF CONTRACT
5.1 TerminRtion: Breach of Contract
In the event of a default by CONTRACTOR under the Agreement, the CITY sball provide
written notice of the alleged default and CONTRACTOR shall have thirty (30) days after CITY gives
such notice in which to cure the default by rendering a satisfactory performance. In the event
CONTRACTOR fails to cure the default within said time, the CITY sball have the right to terminate this
Agreement without further notice and without prejudice to any other remedy to which it may be entitled at
law, in equity or under this Agreement. CONTRACTOR shall discontinue all services affected by such
termination immediately, unless otherwise instructed by CITY in writing. CONTRACTOR shall be
liable to CITY for any reasonable additional costs incurred to correct or cure unsatisfactory work
performed by CONTRACTOR which, at CITY'S discretion, must be revised, in part or in whole, to
complete services that were to be performed by CONTRACTOR hereunder.
5.2 Severability.
If one or more of the provisions of this. Agreement shall be or become invalid, illegal or
unenforceable, under any duly promulgated and applicable law, order or regulation, the validity and
enforceability of the remRining provisions contained herein shall not be in any way affected, impaired,
prejudiced or disturbed as a result.
5.3 PropertY Rill:hts.
CONTRACTOR shall retain all rights to title and interest to personal property purchased and
provided by' CONTRACTOR during the term of this Agreement excluding any property purchased under
Section 3.2. CITY shall retain title and interest to all equipment and physical improvements provided by
CITY before and during the term of this Agreement.
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ARTICLE VI
GENERAL PROVISIONS
6.1
Entire Ae:reement.
This Agreement contains the entire Agreement of the parties with respect to the subject matter
hereof, and supersedes all prior negotiations, understandings, or agreement whether verbal or written,
concerning the same subject matter. This Agreement may be modified only in writing signed by both
parties.
6.2 Successors and Assilm~.
This Agreement shall be binding on the successors and assigns of the parties. This Agreement may
not be sold, transferred or assigned by either party, or by operation of law, to any other person or persons
or business entity, without the other party's written permission. Any such transfer or assignment, or
attempted transfer or assignment without written permission, may be d\lCIlled by the other party to
constitute a voluntary termination of this Agreement and this Agreement shall thereafter be deemed
terminated and void.
6.3 Subcontractors.
COl';""TRACTOR shall .not subcontract any portion of the work required by this Agreement
without prior consent of CITY. CONTRACTOR shall have a written agreement or contract with all
subcontractors. Such written agreement or contract shall contain an express assumption by the
subcontractor of all conditions and terms and covenants contained in this Agreement. It shall be the
responsibility of the CONTRACTOR to ensure that all subcontractors conform to fingerprinting and
insurance requirements of the CITY.
6.4 Eoual Oooortunitv Emolovment.
CONTRACTOR represents that it is an equal opportunity employer and shall not discriminate
either directly or indirectly against a subcontractor, or an employee or applicant for employment with
CONTRACTOR because of race, color, religion, national origm; ancestry, sexual preference, sex or age.
6.5 Attornevs' Fees.
If either party commences a legal action against the other party arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover actual
attorneys' fees and costs of suits.
6.6 Goveminl!: Law.
This Agreement shall be governed by and construed with the laws of the State of California. Any
action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the
County of Orange.
6.7
Time of Essence.
Time is oithe essence for each provision of this Agreement.
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6.8 Conflict of Interest.
CONTRACTOR covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of its services
hereunder. CONTRACTOR further covenants that in the performance of this Agreement,
CONTRACTOR shall not employ ~y person having any such conflict of interest
6.9 Statement of Economic Interest
If CITY determines CONTRACTOR meets the definition of local code filer under the Political
Reform Act (Government Code ~87100 et Seq.), the following shall apply. CONTRACTOR shall
complete and file and shall require any other person doing work under this Agreement, to complete and
file a "Statement of Economic Interest" with the City Clerk of the CITY disclosing CONTRACTOR
and/or such other person's financial interests.
6.10 Performance Bond Reauirement.
CONTRACTOR will, at or before the execution of the resulting Agreement,' furnish to the CITY
an acceptable corporate surety bond in the sum of five thousand dollars ($5,000.00), or equivalent
security, as security for faithful performance and non-negligent performance of the Agreement. The bond
shall be in force at all times during the term of the Agreement.
6.11 Pollution Prevention Reauirements.
CONTRACTOR acknowledges the Santa Ana and San Diego Regional Water Quality Control
Boards (RWQCB) have issued permits which govern storm water and non-storm water discharges
resulting from municipal activities performed by or for the County of Orange, Orange County Flood
Control District and incorporated cities of Orange County (collectively referred to as Permittees). The
RWQCB Permits are National Pollutant Discharge Elimination System. (NPDES) Permits Nos.R8-2002-
0001, and R9-2002-0001, respectively. Copies of the RWQCB Permits are available from the CITY for
review.
In order to comply with the Permit requirements, the Permittees have developed Drainage Area
Management Plan (DAMP) that contains Model Maintenance Procedures with Best Management
Practices (BMPs) that parties leasing municipal owned: properties must follow. These Model
Maintenance Procedures contain pollution prevention and source control techniques to min;m;7.e the
impact of those activities upon dry-weather urban 11JI10ff, storm water runoff and receiving water quality.
Activities performed at the Center that is subject to this Agreement shall conform to the Permits,
the DAMP and the Model Maintenance Procedures and must be performed in accordance with all
applicable Model Maintenance Procedures. CONTRACTOR shall maintain copies of the Model
Maintenance Procedures at the Center throughout the duration of the Agreement.
Evaluation of activities subject to DAW requirements performed at the Center under this
Agreement will be conducted by CITY to verify compliance' with DAMP requirements. The CITY may
require CONTRACTOR to conduct self-evaluation as determined by CITY.
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6.12 Utilities.
CONTRACTOR sball be responsible for electricity, gas, and telephone expenses. The CITY will
furnish a monthly statement of charges for electricity and gas to CONTRACTOR that is due
immediately upon receipt. CONTRACTOR sball be responsible for establishing telephone service to the
Center. The CITY will be responsible for providing water, sewer and refuse, landscaping and janitorial
services.
6.13 Fees.
Initial fees are provided in Exhibit B-Fees and Payments. CONTRACTOR shall have the right to
increase and add additional fees upon prior written notification to and prior written consent of CITY in its
sole and absolute discretion.
6.14 Records and Audits.
CONTRACTOR shall keep the books of accounts and records of all operations and establish a
system of bookkeeping and accounts in a manner considered to be good accounting practice and
satisfactory to the CITY. CONTRACTOR sball permit inspection of said books and records by the
CITY as often as deemed necessary in the opinion of the CITY. CONTRACTOR shall submit at the
end of each calendar year a certified, audited annual report, or as required by the CITY, a profit and loss
statement of operations under the terms of the 1his Agreement, in a form considered to be good accounting
practice and satisfactory to the CITY.
e 6.15 Force Maieure.
Neither the CITY nor CONTRACTOR shall be deemed in breach of any contract if it is
prevented from performing any of the obligations hereunder by reason of Acts of God, acts of the public
enemy, acts of superior gove=ental authority, strikes or labor disputes, floods, riots, rebellion, sabotage,
or any similar other circumstances not within its reasonable control.
6.16 No Waiver of Breach: Time.
No waiver of any provision of1his Agreement shall be effective unless in writing and signed by a
duly authorized representative of the party against whom enforcement of a waiver is sought referring
expressly to 1his Paragraph. The waiver of any right or remedy in respect to any occurrence or event shall
not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any
waiver constitute a continuing waiver. .
6.17 Third Party Beneficiaries.
Nothing contained in 1his Agreement shall be construed to create, and the parties do not intend to
create, any rights in third parties.
6.18 Comoliance With Law.
CONTRACTOR sball comply with applicable federal, state and local laws, rules and regulations
affecting the CONTRACTOR and hislher work hereunder.
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6.19 Validity.
The validity in wh<?le or in part of any provision of this Agreement shall not void or affect the
validity of any other provisions of this Agreement
6.19 Heatlinl!'R.
Section and subsection headings are not to be considered part of this Agreement, are included
solely for convenience, and are not intended to modify or explain or to be a full or accurate description of
the content thereof.
6.20 Counteroarts.
This Agreement may be executed by in one or more countezparts by the parties hereto. All
counterparts shall be construed together and shall constitute one Agreement.
6.21 Entire AllIeement.
This Agreement contains the entire agreement of the parties hereto with the respect to the subj ect
matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date
and year first above written.
ATTEST:
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Ci Clerk
APPROVED AS TO FORM:
dm~'
City Attorney
, '2."'~S-
Date
ERIC STEPHENS, an independent contractor:
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Contractor"""'"
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Date . ,
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EXHIBIT A
SCODe of Services
CONTRACTOR shall mRnRge and operate the Seal Beach Tennis Center during the tenn of this
Agreement, including the following operations:
Snack bar
Fitness room
Lockers and Spa areas
Clubhouse
Pro Shop
Tennis Instruction
Tennis Court Rentals
The basic service obligations of CONTRACTOR shall include the following:
a) Enforcement of all rules and regulations.
b) Regulation of play and conduct of players.
c)
Policing of the Center, preserving order and providing for security of the Center,
and preventing injury to the Center by players and others.
d) Keeping the Center open for number of hours and days as designated ill this
Agreement.
e) Inspection and general upkeep of the Center and notification to City of any
problems with its landscaping and janitorial contracts.
1) Maintenance of tennis courts, with regular cleaning and sweeping of the same.
g) Repairing and replacing any nets as required, in order to maintain tennis courts in
good playing condition.
h) Providing private and/or group lessons and instructions in tennis and all services
customarily provided by a tennis professional, either by contractor personally or
by qualified employees or subcontractors.
i) Scheduling tournaments and other tennis activities with special interest groups,
private groups, tennis clubs and/or school interests to assure the best overall, well-
rounded tennis program for the community whiJ.e incorporating public play and
use offacilities in the overall program.
Agreemll1 . Servku-Suzl Becwh rennfa Cent.,.
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Operating, managing and supervising the pro shop that includes, but is not limited
to, maintAining, selling and renting a stock of merchandise, supplies and
equipment to meet customer dP.1'T1And and suitable for use at the facility.
Operating, mAnAging and supervising a snack bar at the Center. Contractor shall
purchase inventory for pro shop and snack bar.
k). Maintaining' and operating a business for the repair of tennis rackets and other
tennis related equipment.
1) Providing for use of clubhouse including potential food service or catering as
permitted by County of Orange Health Department
m) Contractor shall provide for the background checks and fingerprinting of all
employees that contract for or provide services such as tennis instruction, etc. to
any person under the age of 18 and shall require same from any subcontractors
prior to use of the Center.
n) Operate and maintain recreational and competitive tennis programs such as but
not limited to the following: singles and doubles nights, recreation and
competitive ladders, age and/or gender-specific activities, instructional clinics and
academies, special events, etc.
0)
0perate and manage the tennis courts, clubhouse, pro shop and other pertinent
areas in a manner calculated to enhance revenue flow to the City and in a manner
that will provide quality service for public and private use.
e.
p) Center rental rates and tournament participation rates will be based on prevailing
rates for other public and private facilities in the Orange County area determined
by Contractor and under sole and absolute discretion of City.
q) Establish a specific rental rate structure for monthly and daily use of courts.
r) Development of outreach, promotional and advertising efforts subject to City
approval.
s) Subject to City approval, Contractor shall create a method of collection of
program participant and facility user satisfaction and evaluation infonnation for
the pmpose of review by City and Contractor.
t) During course of operation, Contractor shall be responsible for maintAining and
keeping of all interiors of buildings including restrooms, furnishings and fixtures
in good and sanitary condition.
u) Contractor shall keep the facilities and tennis courts clear of trash and debris.
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v)
Any modifications and additions to the Center shall have the written approval of
the City representative before any implementation by Contractor.
w) Contractor shall provide and maintain all court cleaning equipment, empty trash
receptacles on individual courts and place trash bins in suitable locations for
City's refuse services.
x) Contractor shall be responsible for contractual agreements with subcontractors
and rental parties and shall assume responsibility for ensuring such agreements
meet the requirements of indemnity, insurance and operation as defined in this
Agreement.
y) Contractor has initially established the following hours of operation and may be
changed by Contractor subject to notification and approval of the City in its sole
and absolute discretion.
Monday through Friday
Saturday
Sunday
7:00 a.m. to 10:00 p.m.
7:00 a.m. to 9:00 p.m.
8:00 a.m. to 7:00 p.m.
Closed on Thanksgiving Day, Christmas Day, New Year's Day
Closed early at 3:00 p.m. on Christmas Eve and New Year's Eve.
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Agree""," Servic.....S.aJ B.ach T....u.. Cmlu
EXHIBIT B
Fees and Payments
Fees that may be chamed to users of the Center:
Contractor has established the following initial fee schedule:
Monthly Center Fee
$105 (includes monthly use of courts, lockers and ti.mess
room)
Daily Court Fee
$8 per person
Pavments bv Contractor to City:
The following payment schedule shall apply;
Base amount paid to City:
$1500 monthly = $18,000 annually
Additional monthly payment to City: Percentage of gross revenues (based on the
following schedule) minus base amount:
Monthlv f!7'OSS revenue
ADlJlicab/e mOllth/v lJereentalle
$15,000 up to $20,900
$20,001 up to $25,000
$25,001 and above
8%
9%
10%
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Agreeme> Services-SeaJ Beach Tennis Center
EXHIBIT C
Insurance Provisions
During the term. of this Agreement, Contractor shall maintain in full force and effect, at
its own cost and expense, the following m;n;mum insurance coverage:
Contractor shall be responsible for providing proof of appropriate liability insurance
coverage iden1i:fied, at a m;n;mum, below:
a) Contractor shall and will, during period of any Agreemellt with the City, provide
and maintain in such form and with a company or companies satisfactory to City,
a policy or policies in conformance with the requirements set forth below.
Contractor shall acknowledge that the insurance coverage and policy limits set
forth in this section constitute the m;n;mum amount of coverage required. Any
insurance proceeds available to the City in excess of the limit and coverage
required in an Agreement and which is applicable to a given loss, will be made
available to the City.
b)
Contractor shall indemn.ifY and hold harmless the City of Seal Beach, its officers,
employees and agents, from and against any and all claims, demands, orders,
decrees or judgments for injury or death or damage to person or Center, lossj
damage and liability (including all costs and attorneys' fees incurred. in defending
any claim, demand or cause of action), occasioned by, growing out of, or arising
or resulting from any act or omission on the part of contractor, or his agents or
employees, arising or resulting from the performance of any services required
herein to be performed by contractor or arising from the use of the facilities,
tennis courts or pro shop by contractor, or his agents or employees, or arising
from the use of any buildings or improvements thereon or therein by any person
or persons, or arising out of the operation or maintenance of dangerous or
defective condition of any structure, facility or thing erected or placed on Center
and under the ~ontrol or superyision of contr~r.
1) Commercial General Liability Insurance using Insurance Services Office
Commercial General Liability policy form CO 00 01 or the exact
equivalent. Defense costs must be paid in addition to limits. There shall
be no cross liability exclusion for claims or suits by one insured against
another. Limits shall be no less than $1,000,000 per occurrence for all
covered losses and no less than $2,000,000 general aggregate.
2) Workers Compensation on a state-approved policy form. providing
statutory benefits as required by law with employer's liability limits no
less than $1,000,000 per accident for all covered losses.
Agre..." . Servku-S.a1 B.ach Ttmtrfs Center
3)
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01
including symbol I (Any Auto) or the exact equivalent. Limits shall be no
less than $1,000,000 per accident, combined single limit. If contractor
owns no vehicles, this requirement may be satisfied by a non-owned auto
endorsement to the general liability policy described above. If contractor
or contractor's employees will use personal autos in any way during term
of Agreement, contractor shall provide evidence of personal auto liability
coverage for each person.
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4) Excess or Umbrella Liability Insurance (Over Primary) if used to meet
limit requirements, shall provide coverage at least as broad as specified for
the underlying coverage. Any such coverage provided under an umbrella
liability policy shall include a drop down provision with a m.aximum
$25,000 self-insured retention for liability not covered by primary, but
costs payable in addition to policy limits. There shall be no cross liability
exclusion precluding coverage for claims or suits by one insured against
another. Coverage shall be applicable to city for injury to employees of
contractor, subcontractors or others involved in the work. The scope of
coverage provided is subject to approval of City following receipt of proof
of insurance as required herein.
5)
A contractual liability endorsement shall be included in each insurance
policy, extending coverage to include the liability assumed under (1)
above.
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6) If necessary, a products liability endorsement shall be added to each
insurance policy in the amount ofTen Thousand Dollars ($10,000.00) for
each person and Twenty Thousand Dollars ($20,000.00) on account of any
one occurrence.
c) Any policy of insurance required of contractor shall also contain an endorsement
providing that thirty (30) days' notice must be given in writing to the City, of any
pending chap.ge in the liability or of any cancellation or modification of the
policy.
d) Contractor shall fill out and forward to the City an accident report on any injury
that takes place in and around the Center within twenty-four (24) hours.
e) Contractor shall be required to comply with State of California OSHA
regulations. Section 3203 of Title 8 in the California Code of Regulations
requires all California employees to have a written, effective Injury and illness
Prevention Program (IIPP) that addresses hazards pertaining to the particular
workplace covered by the program.
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Agroe1/lll. . Servlcu-Satd Beach Tennl.r Csnter
t)
Contractor shall be responsible for any other insurance necessary for work
performed under this Agreement and to require that all subcontracts, rentals and
other contractual ammgements made by the Contractor under th,is Agreement
comply with applicable indemnity and insurance requirements set forth hereunder.
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ADDENDUM TO AGREEMENT FOR SERVICES
TIllS ADDENDUM TO AGREEMENT FOR SERVICES is entered into by and
between the City of Seal Beach ("City"), and Eric Stephens ("Contractor"), this _
day of /vtA(ttVt" , ,)~ f . -
WHEREAS, on December 13, 2004, City and Contractor entered into an
Agreement for Services for the operation and maintenance of the Seal Beach Tennis
Center ("Agreement"); whereby, Contractor agreed to provide professional management
and operational services for the Center as set forth in the Agreement.
WHEREAS, the Agreement provides that after the Introductory Period described
in Section 1.2 of the Agreement, the Agreement shall continue for a period of two
calendar years commencing on February I, 2005 and expiring December 31, 2006, and
may be annually extended for three additional one-year periods by written notice from
the City Manager or his designated representative to the Contractor.
WHEREAS, Contractor continued to operate under the tenns of Agreement for an
additional one year period from January 1,2007 to December 31, 2007.
WHEREAS, City and Contractor desire to modi:f:Y, alter or amend certain
provisions of said as set forth in this Addendum:
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NOW TIIEREFORE, City and Contractor agree as follows:
I. The Agreement for Services shall extend for an additional one-year period
from January 1,2008 to December 31, 2008.
Except as expressly modified, altered or amended by this Addendum, all other
terms, conditions, and covenants of said Agreement shall remain in full force and effect.
City of Seal Beach
if:
BY:
BY:
City Manager
Eric
Date:
Date:
.t/3/f)/
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RESOLUTION NUMBER
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL
BEACH, CALIFORNIA APPROVING THE ADDENDUM TO
AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND ERIC
STEPHENS
The City Council of the City of Seal Beach hereby resolves as follows:
Section 1. The City Council hereby approves the Addendum to Agreement
between City of Seal Beach and Eric Stephens for operation and maintenance of
Seal Beach Tennis Center.
Sectfon 2. The Council hereby directs the City Manager to execute the
Addendum to Agreement with Eric Stephens.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Seal
Beach on the 10th day of March . 2008 by the following vote:
AYES: Council Membera
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
e Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA )
COUNTY OF ORANGE I SS
CITY OF SEAL BEACH I
I, LInda Devine, City Clerk of Seal BeaCh, California, do hereby certify that the
foregoing resolutlon Is the original copy of Resolution Number _on file in
the office of the City Clerk, passed, approved, and adopted by the City Council of
the City of Seal Beach, at a regular meeting thereof held on the 10th day of
March, 2008.
City Clerk
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