HomeMy WebLinkAboutCC AG PKT 2008-11-10 #QAGENDA STAFF REPORT
DATE: November 10, 2008
TO: Honorable Mayor and City Council
THRU: David Carmany, City Manager
FROM. Lee Whittenberg, Director of Development Services
SUBJECT: SEAL BEACH TENNIS CENTER -APPROVAL OF
MANAGEMENT SERVICES AGREEMENT
SUMMARY OF REQUEST:
Adopt Resolution 5810 authorizing the City Manager to execute a Management
Services Agreement with First Serve Tennis, Inc. for the management and
operation of Seal Beach Tennis Center.
Adopt Resolution 5812 authorizing Budget Amendment No. 09-05-02 for the
increase of appropriations regarding the Tennis Center Management Services
Agreement.
BACKGROUND:
On December 13, 2004 the City Council adopted Resolution Number 5292,
authorizing the City Manager to execute an agreement with Eric Stephens for the
management and operation of the Seal Beach Tennis Center. The term of the
agreement was from February 1, 2005 through December 31, 2006, with
provisions for a maximum extension of 3 one-year periods. The City has
extended the agreement with Mr. Stephens until December 31, 2008. On July 9,
2008, Mr. Stephens informed the City by e-mail that "My inGination is to not
renew my contracf at the end of the year'
In order to keep the Center open in the event Mr. Stephen's contract was not
extended beyond December 31, 2008, the City considered the following options.
1. Operating the Center by hiring a manager
2. Hiring a Contractor to operate and manage the Center
3 Retaining Mr. Stephens
The City released a "Request for Proposal for Operation and Maintenance of
Seal Beach Tennis Center Facdit~es" ("RFP") on August 29, 2008 with a
Agenda Item Q
Page 2
submission date by interested parties of 5 PM on October 3, 2008. In that the
City was considering other options, the City retained the following rights:
"The request for proposals does not obligate the City to award a contract,
and the City reserves the right to cancel the solicvtation of vt considered to
be vn vts best interesf." (Page 2)
Likewise, as is customary with RFP's and bid requests, the City reserved
additional rights:
"The City reserves the right to reject any and all proposals, to waive
any technicalities, informalities and vrregularities, to accept or reject
all or part of this proposal, and to be the sole judge of the suitability
of the proposals offered." (Page 10)
"The City reserves the right to reject any and all proposals, to waive
any defects, irregularities, or informalities vn any proposals, or the
procedures and requirements set forth herein. Once the RFP's are
received, the City may also, at ifs sole discretion, modify and/or
negotiate changes to the proposed services and structure to
provide for a program that best meets the needs of the City." (Page
18)
Mr. Stephens was invited to submit a proposal. The City received 5 proposals.
Mr. Stephens did not submit a proposal.
Based on a Staff review of the 5 submitted proposals, Staff is recommending
Option 1 (Operating the Center by hiring a manager).
In exploring Option 1, the Interim Assistant City Manager became aware of the
services provided by First Serve Tennis, Inc. (Cathy Jacobson-Guzy) in operating
the Billie Jean Kmg Tennis Center and EI Dorado Park Tennis Center m the City
of Long Beach since 1995. He initiated conversations relative to: any
suggestions she might have concerning the content of the RFP and other issues
to consider; her interest m providing services on an interim basis; and her interest
in providing the services pursuant to a contract.
In considering the City's options, and after reviewing the responses to the RFP,
Staff has reached the conclusion that it would be in the best interest of the City to
negotiate a contract with Mrs. Jacobson-Guzy to provde similar services to Seal
Beach that Mrs Jacobson-Guzy currently provides to the City of Long Beach
The Cary has reviewed the references for First Serve Tennis, Inc., and is
extremely comfortable in the ability of First Serve Tennis, Inc. to provide the
desired level of services to the City of Seal Beach.
The terms of the proposed agreement between the City and First Serve Tennis,
Inc. have been negotiated, reviewed and approved as to form by the City
Page 3
Attorney, executed by First Serve Tennis, Inc., and are being presented to the
City Council for consideration this evening. Staff believes that a fair and
equitable agreement has been negotiated that provides management and
operation of the center and provides groundwork to enhance the center's appeal
and use within the community.
The major provisions of the recommended Management Services Agreement for +~
the Tennis Center include the following:
^ Section 1.0 -Scope of Services (to be provided by Consultant);
^ Section 2.0 -City's Responsibilities;
^ Section 3.0 -Use by Los Alamitos High School Tennis Team;
^ Section 4.0 -Term,
^ Section 5.0 -Biannual Consultation;
^ Section 6.0 -Termination;
^ Section 7.0 -Party Representatives
The Management Services Agreement also includes standard City requirements
regarding•
^ notices
^ independent contractor
^ assignment
^ insurance
^ indemnification, hold harmless and duty to defend
^ equal opportunity, and
^ other standard provisions of all agreements.
Section 1.0, Scope of Services, details all of the regwred services and
responsibilities of First Serve Tennis, Inc. to remain in compliance with the
subiect Management Services Agreement. Please refer to that section to review
a!I services and responsibAities that First Serve Tennis, Inc. will provide to the
City in operating the Tennis Center. The Management Services Agreement is
provided as Attachment C. A resume for Mrs. Jacobson-Gury is provided as
Attachment D.
Mrs. Jacobson-Guzy is present and will be available to answer questions
regarding her background and ability to perform the required services for the
City. Assistant to the City Manger Jill Ingram and Recreation Coordinator Tim
Kelsey are also available to respond to questions of the City Councl.
FINANCIAL IMPACT:
Staff has prepared a budget overview for the operations of the Tenms Center,
including anticipated revenues, consultant expenditures, and City expenditures.
Please refer to Attachment E to review the budget overview.
Page 4
As indicated in Attachment E, Proposed Tennis Center Budget Overview, it is
antiapated that the Tennis Center will basically operate on a break-even level
after all operating and maintenance expenses are accounted for.
The conforming budget amendments to the City of Seal Beach Adopted Budget
for Fiscal Years 2007-08 & 2008-09 are presented in Resolution Number 5812,
included as Attachment B. The budget amendments set forth in Resolution 5812
reflect a change in the way revenues will be collected by the City. Currently the
City receives 10% of the gross revenues from the current service provider.
Under the new agreement the City will receive all revenues collected, minus the
operational expenses.
RECOMMENDATION:
Adopt Resolution Number 5810, A Resolution of the City Council of the City of
Seal Beach Approving a Tennis Center Management Services Agreement with
First Senre Tennis, Inc.
Adopt Resolution 5812, A Resolution of the City Council of the City of Seal
Beach, California, Authorizing Budget Amendment No. 09-OS-02 for the Increase
of Appropriations
SUBMITTED BY: NOTED AND APPROVED•
e Whittenberg
Director of Development Servr s
~~
Dawd Carman
City Manager
Attachments:
A. Resolution Number 5810
B Resolution Number 5812
C. Tennis Center Management Services Agreement
D Resume of Mrs Jacobson-Gury
E. Proposed Tennis Center Budget Overview
Page 5
ATTACHMENT A
RESOLUTION NUMBER 5810, A
RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF SEAL BEACH APPROVING A
TENNIS CENTER MANAGEMENT
SERVICES AGREEMENT WITH FIRST
SERVE TENNIS, INC.
RESOLUTION NUMBER $S1 O
A RESOLUTION OF THE CITY COUNCIL OF THE CfTY OF SEAL
BEACH APPROVING A TENNIS CENTER MANAGEMENT
SERVICES AGREEMENT WITH FIRST SERVE TENNIS, INC.
THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY
RESOLVE
SECTION 1 The City Council hereby approves a Tenors Center
Management Services Agreement between the City of Seal
Beach and Fret Serve Tennis, Inc regardmg the Seal Beach
Tennis Center
SECTION 2 The Council hereby directs the City Manager to execute the
Tennis Center Management Services Agreement
PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a
meeting hereof held on the 10th day of November , 2008 by the following vote
AYES COUNCILMEMBERS
NOES COUNCILMEMBERS
ABSENT COUNCILMEMBERS
ABSTAIN COUNCILMEMBERS
Mayor
ATTEST
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Lmda Dewne, City Clerk of Seal Beach, C8lifomia, do hereby certify that the
foregomg resolution is the original copy of Resolution Number 5810 on file m
the office of the City Clerk, passed, approved, and adopted by the City Counctl of
the City of Seal Beach, at a regular meeting thereof held on the 10th day
of November , 2008
City Clerk
Page 6
ATTACHMENT B
RESOLUTION NUMBER 5812, A
RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF SEAL BEACH, CALIFORNIA,
AUTHORIZING BUDGET AMENDMENT NO.
09-05-02 FOR THE INCREASE OF
APPROPRIATIONS
RESOLUTION NUMBER $$~ Z
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL
BEACH, CALIFORNIA, AUTHORIZING BUDGET AMENDMENT
NO.09.05-02 FOR THE INCREASE OF APPROPRIATIONS
THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE
Section 1. The Clty Council hereby amends the fiscal year 2008/2009
budget for the operation of the Seal Beach Tennis Center as follows
FY 2008/09 PROPOSED BUDGET (diff)
DEPARTMENT ACCO NT BUDGET UDGET AMENDMENT
Tennis Center
Revenues 001-000-30645 31,200 220,800 (189,400)
Tennis Center
Maintenance D01-071-40900 80,000 -0- (80,000)
Bldg/Grounds
Material 001-074-40500 -o- 58,800 58,800
Bldg/Mats/Supplies 001-074-40550 -0- 49,300 49,300
Gas 001-074-41010 -0- 5,000 5,000
Electncity 001-074-41020 -0- 25,700 25,700
Prof ContractServ 001-074-44000 -0- 60,000 60,000
PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a
meeting hereof held on the 10th day of November , 2008 by the following vote
AYES COUNCILMEMBERS
NOES COUNCILMEMBERS
ABSENT COUNCILMEMBERS
ABSTAIN COUNCILMEMBERS
Mayor
ATTEST
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Linda Devine, City Clerk of Seal Beach, California, do hereby cerdfy that the
foregoing resolution is the original copy of Resolution Number 5612 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 November , 2008
City Clerk
TENNIS CENTER MANAGEMENT SERVICES
AGREEMENT
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
First Serve Tennis, Inc.
1040 Park Avenue
Long Beach, CA 90804
(562)425-0553
This Professional Service Agreement ("the Agreement") is made as of November 11,
2008 (the "Effective Date', by and between First Serve Tennis, Inc., a California
Corporation (CONTRACTOR), and the CITY OF SEAL BEACH, a California Municipal
Corporation ("CITY") (collectively, the CONTRACTOR and the CITY shall be referred to
herein as the °Parties° and individually as a "Party°).
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RECITALS
A. WHEREAS, the Parties have mutual interest in the accomplishment of the
following goals:
a. To provide wholesome, high-quality sports programming in proper facilities
for athletes of all abilities; and
b. To provide afirst-class competitive and recreational tennis program to
meet the recreation needs of the community; and
c. To ensure that the community's tennis center is operated in the most
responsible, cost-effective and efficient manner possible; and
B. WHEREAS, tennis is a practical, accessible and lifelong sport critical to the
CITY's recreational program; and
C. WHEREAS, CITY is charged with the responsibility of providing public facilities
for the purpose of leisure time and recreation activities and health enrichment for
general public wellness and fitness; and
D. WHEREAS, CITY is the owner of the Seal Beach Tennis Center ("TENNIS
CENTER"), located at 3900 Lampson Avenue, Seal Beach and desires to
contract for the management of the TENNIS CENTER.
E. WHEREAS, CONTRACTOR is dedicated to promoting high athletic achievement,
good sportsmanship, and integrity; and
F. WHEREAS, Both CONTRACTOR and its Chief Executive Officer Cathy
Jacobson-Gury ("Jacobson-Guzy') represent that CONTRACTOR and Jacobson-Gury
an: qualified and able to provide CITY with such services. Jacobson-Gury represents
that she is fully qualified to perform the professional services required by this
Agreement, by virtue of her experience, treining, education, and expertise.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as follows.
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AGREEAAENT
1.0 Scope of Services
1.1. CONTRACTOR shall provide professional management services for the
TENNIS CENTER. Specifically, CONTRACTOR shall:
1.1.1. Actively promote the sport of tennis and the TENNIS CENTER for
the City of Seal Beach; enforce all rules and regulations for public use of the TENNIS
CENTER, including but not limited to regulating play and conduct of players; preserving
order, and providing safety for the TENNIS CENTER and its guests.
1.1.2. Provide courteous and informative tennis instruction and all
services customarily provided by a tennis professional. Ensure that qualified instructors
teach private, semi-private and group lessons for all ages and all skill levels.
1.1.3. Take reasonable steps to improve the TENNIS CENTER; be a
good steward of it; monitor, inspect and properly manage the facilities and grounds;
maintain tennis courts in good playing condition; on a daily basis sweep and clean the
tennis courts; repair and replace court nets and windscreens as required. The City shall
be responsible for the cost of replacing court nets and windscreens in accordance with
Section 2.1.
1.1.4. Schedule tournaments and other tennis activities with special
interest groups, private groups, tennis dubs, school interests, or any of these to assure
the best overall, well-rounded tennis program for the community white incerporating
public play and use of fadlities in the overall program.
1.1.5. Maintain, sell, and rent merchandise, supplies, and equipment to
meet customer demand and suitable for use at the TENNIS CENTER. Operate,
manage and supervise a fully stocked pro shop, with services including but not limited
to a complete selection of top of the line tennis equipment and attire for men, women
and juniors. Operate, manage and supervise the sale and repair of tennis rackets and
other tennis related equipment.
1.1.6. Operate, manage and supervise the clubhouse, which services
may include but not be limited to food and beverage service or catering as permitted by
the CITY, the County of Orange Health Care Agency and the California Department of
Alcoholic Beverage Control
1.1.7. Run the TENNIS CENTER in an ethical fashion; Be ded(cated to
the highest ideals of honor and integrity in all relationships so that operation of the
TENNIS CENTER may merit the respect and confidence of the City Manager, and of
the public. Maintain proper financial records and procedures. Conduct criminal
background checks and fingerprinting of all employees who contract for or provide
tennis instruction to any person under the age of 18.
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1.1.8. Organize and operate recreational and competitive tennis
programs, including, for example, singles and doubles nights, recreation and
competitive ladders, age and/or gender~pecific activities, instructional clinics and
academies.
1.1.9. Promote and market the TENNIS CENTER, include 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 wdl provide quality service for
public and private use. Such efforts may include outreach and advertising efforts,
subject to CITY approval. .
1.1.10. Gather information about program participants and facility
user satisfaction, and share such information with CITY on a regular basis.
1.1.11. Manage the TENNIS CENTER so that all faalities, buildings,
structures, improvements, factures, trade fixtures, equipment, and utility systems are in
good, safe, operating, usable and sanitary order and condition.
1.1.12. Promptly notify the CITY when TENNIS CENTER facilities
require repair, replacement, rebuilding, or restoration.
1.1.13. Keep interiors of all buildings including restrooms,
furnishings, and fixtures in a safe and sanitary condition.
1.1.14. Keep the TENNIS CENTER clear of trash, debris, and
graffiti.
1.1.15. Provide and maintain court cleaning equipment, empty trash
receptacles on individual courts, and place trash bins in suitable locations for waste
removal services.
1.1.16. Use reasonable efforts to prohibit intoxicated persons,
profane or indecent language, or boisterous or loud wnduct in or about the Club and
will call upon the aid of the CITY police department to assist in maintaining peaceful
conditions.
1.2. CONTRACTOR hereby designates Jacobson-Gary as the Principal
Operator for purposes of this Agreement. Jacobson-Gary shall be primarily responsible
for the day-today management of the TENNIS CENTER in accordance with the terms
and conditions set forth in this Agreement. CITY is retaining CONTRACTOR based on
and for Jacobson-Guzy's special expertise and experience. Thus, Jacobson-Guzy shall
personally pertomt or supervise all of the services required under this Agreement, and
CONTRACTOR agrees that it will not hire any subcontractor or third party to provide or
perform the services required under this Agreement, except tennis pros, office
personnel, and such personnel as required.
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1.3. CONTRACTOR must maintain the folbwing operating hours for the
TENNIS CENTER: 7:30 a.m. to 9:30 p.m., Monday through Friday; and 7:30 a.m. to
5:30 p.m. on Saturdays and Sundays.
1.4. CONTRACTOR must not permit any children under the age of 16 to use
the fdness center, lockers, spa, or sauna, except that members the Los Alamitos High
School may use the TENNIS CENTER in accordance with Section 3 of this Agreement.
1.5. CONTRACTOR shall be solely responsible for all costs and expenses
related to staffing and employee payroll, office and athletic supplies and inventory,
accounting, telephone service, bank charges on credit card transactions, and license
fees, as set forth in Exhibit B (Management Proposal), and such costs and expenses
will be deducted from the revenues set forth in 1.7 below prior to the gross
disbursement to the CITY.
1.6. CONTRACTOR must collect all usage fees required by the CITY for use
of the TENNIS CENTER, including but not limited to membership fees, rental fees, pay-
to-play fees, and tournament fees in accordance with the CITY's adopted fee schedule,
based on costs reasonaby borne. CONTRACTOR shall not charge any fee in excess
of the fees established by the CITY Council nor shall CONTRACTOR waive fees for any
person or organization without the CITY's prior written approval. Nothing in this
Agreement shall be construed as limiting the CITY's ability to establish and alter usage
fees for the TENNIS CENTER.
1.7. On the 15th day of every month, CONTRACTOR must deliver to CITY: (1)
all revenues from membership fees and dues, tournament fees, pay-to-play fees, facility
leasing, personal training, and vending machines that were generated during the
previous month as set forth in 1.5 above; (2) 10% of the gross receipts from pro shop
sales and food and beverage sales; and (3) an itemized statement of TENNIS CENTER
revenues and expenses from the previous month.
i.8. CONTRACTOR must maintain complete and accurate records of TENNIS
CENTER revenues and expenses for the term of this Agreement, inclusive of any
extensions, and for one year thereafter. All such records must be clearly identified as
being associated with this Agreement. CONTRACTOR must meet on a monthly basis
with the CITY or its designated representative, during normal business hours, to
examine, audit, and make transcripts or copies of such records. CONTRACTOR must
allow CITY or its designated representative to inspect during normal business hours, all
work, data, documents, proceedings, and activities related to this agreement during the
term of this Agreement, and for a period of one year thereafter.
1.9. CONTRACTOR must perform all Services under this Agreement in a
skillful and competent manner, in axordance with the standard of care generally
exercised by like professionals under similar circumstances and in a manner reasonably
satisfactory to CITY. CONTRACTOR represents• and warrants 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
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represents and warrants that it shall keep in effect all such licenses, permits, and other
approvals during the term of this Agreement, including, without limitation, any liquor
license obtained by CONTRACTOR.
1.10. In performing this Agreement, CONTRACTOR must comply with all
applicable provisions of federal, state, and local law.
1.11. CONTRACTOR will not be compensated for any work performed not
specified in the Agreement unless the CITY authorizes such work in advance and in
writing.
2.0 CITY's Responsibilities
2.1. CITY shall be responsible for the paying all costs and expenses related to
water, gas and electric, janitorial services and supplies, landscaping, facility
maintenance and repair, security, and pest control, as set forth in Exhibit B.
2.2. CITY shall pay CONTRACTOR $5,000 per month, due on the 15th of
every month.
2.3. If the number of TENNIS CENTER members exceeds 175 persons, CITY
shall pay CONTRACTOR 10% of the membership fees generated by the number of
members in excess of 175 persons. If the number of TENNIS CENTER members
exceeds 190 persons, CITY shall pay CONTRACTOR 15% of the membership fees
generated by the number of members in excess of 190 persons. If the number of
TENNIS CENTER members exceeds 210 persons, CITY shall pay CONTRACTOR 20%
of the membership fees generated by the number of members in excess of 2i0
persons. For these purposes, TENNIS CENTER membership does not include
members of the fitness club.
2.4. Upon consulting with CONTRACTOR, CITY shall establish fees and rates
for the use the TENNIS CENTER facilities by CITY Council resolution.
2.5. CITY agrees that if during the course of the ~reement, CONTRACTOR
identifies new revenue streams, the CITY will, upon CONTRACTOR's request, entertain
negotiations regarding addtional compensation for CONTRACTOR for the provision of
additional services.
2.6. CITY may in its sole discretion close the TENNIS CENTER to use by the
public. Whenever possible, the CITY shall provide CONTRACTOR with advance notice
of any unscheduled closures. Closures will be kept to a minimum when the TENNIS
CENTER is in usable condition. Priority will be given to maintenance needs and
renovation periods.
3.0 Use By Los Alamitos High School Tennis Teams
3.1. Unless otherwise directed by CITY, CONTRACTOR shall allow all
members of the Los Alamitos High School boys' or girls' tennis team (either being a
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'Team's and the Teams' coaches the full privileges of the TENNIS CENTER (e.g.,
including use of the tennis courts, weight room, locker room, showers, and towels)
without charge for individual practice, team practice, or team tournaments between the
hours of 1:00 p.m. and 5:00 p.m., Monday through Friday. CONTRACTOR shall require
all students and coaches entitled to use the TENNIS CENTER pursuant to this Section
3.0 to present a valid Los Alamitos High School ident~cation card and sign in at the
TENNIS CENTER office prior to use.
3.2. CONTRACTOR shall consult vmth CITY and representatives of the Los
Alamitos Unified School District to coordinate and schedule use of the TENNIS
CENTER by the Los Alamitos High School boys' or girls' tennis team.
4.0 Tenn
This term of this Agreement shall commence January 1, 2009 and continue until
December 31, 2014 unless previously terminated as provided by Section 6.0 of this
Agreement. By written amendment, the Parties may extend the Agreement for up to 2
additional 5-year terms, and exercised upon giving 90 days written notice prior to the
end of each 5-year tens. Each such extension will be subject to re-negotiation of all
terms and conditions of this agn;ement.
5.0 Biannual Consultation
The Parties shall meet at least twice a year to discuss the status and condition of
the TENNIS CENTER and the performance of this Agreement.
6.0 Tennlnatton
6.1. Either party may terminate this Agreement without cause upon 90 days
written notice.
6.2. CITY may terminate this Agreement:
6.2.1. Upon 30 days written notice to CONTRACTOR in the event of
substantial breach of the Agreement by CONTRACTOR. CONTRACTOR shall
discontinue all services within 10 days of receipt of such notice, unless otherwise
instructed by CITY in writing, and 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 im whole, to
complete services that were to be performed by CONTRACTOR hereunder.
6.2.2. Upon 10 days written notice to CONTRACTOR if CONTRACTOR
fails to provide satisfactory evidence of renewal or replacement of comprehensive
general liability insurance as required by this Agreement at (east 20 days before the
expiration date of the previous policy.
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7.0 Party Representatives
7.1. The City Manager is CITY's representative for purposes of this
Agreement.
7.2. Jacobson-Gury is CONTRACTOR's sole representative for purposes of
this Agreement.
8.0 Notices
8.1. All notices permitted or required under this Agreement shall be deemed
made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail,
first class postage prepaid and addressed to the party at the following addresses:
To CITY: City of Seat Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
With a copy to: Seal Beach City Attorney
355 S. Grand Avenue
40th Floor
Los Angeles CA 90071-3101
To CONTRACTOR: First Serve Tennis, Inc.
1040 Park Avenue
Long Beach, CA 90804
Attn: Cathy Jacobson-Gury
8.2. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
9.0 Independent contractor
9.1. CONTRACTOR is an independent contractor and not an employee of the
CITY. All services provided pursuant to this Agreement shall be performed by
CONTRACTOR or under its supervision. CONTRACTOR will determine the means,
methods, and details of pertorming the services. Any additional personnel performing
services under this Agreement on behalf of CONTRACTOR shall also not be employees
of CITY and shall at all time be under CONTRACTOR's exclusive direction and control.
CONTRACTOR shall pay all wages, salaries, and other amounts due such personnel in
connection with their performance of services under this Agreement and as required by
law. CONTRACTOR shall be responsible for ali reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, Income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
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9.2. CONTRACTOR shall indemnify and hold harmless CITY and its elected
officals, officers and empbyees, servants, designated volunteers, and agents serving
as independent contractors in the role of CITY or agency officials, from any and all
liability, damages, claims, costs and expenses of any nature to the extent arising from
CONTRACTOR's alleged violations of personnel practices. CITY shall have the right to
offset against the amount of any fees due to CONTRACTOR under this Agreement any
amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to
promptly pay to CITY any reimbursement or indemnification arising under this Section 9.
10.0 Assignment
CONTRACTOR must not assign or transfer any interest in this Agreement
whether by assignment or novation, without the prior written consent of CITY. Any
purported assignment without such consent shall be void and without effect.
11.0 Insurance
11.1. CONTRACTOR must not commence work under this Agreement until it
has provided evidence satisfactory to the CITY that CONTRACTOR has secured all
insurance required under this Section in the form attached hereto as Exhibit A.
CONTRACTOR must furnish CITY with original certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the CITY. The certificates and endorsements for each insurance policy must be signed
by a person authorized by that insurer to bind coverage on its behalf, and must be on
fortes provided by the CITY if requested. All cert~cetes and endorsements must be
received and approved by the CITY before work commences. The CITY reserves the
right to require complete, certified copies of all required insurance policies, at any time.
11.2. CONTRACTOR must, at its expense, procure and maintain for the
duration of the Agreement, insurance against claims for injuries to persons or damages
to property that may arise from or in connection with the performance of this Agreement.
Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:
VIII, licensed to do business in California, and satisfactory to the CITY. Coverage must
be at least as broad as the latest version of the following: (1) General Liability:
Insurance Services Office Commercial General Liability coverage (occurrence form CG
0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage
form number CA 0001, code 1 (any auto). CONTRACTOR must maintain limits no less
than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury
and property damage and if Commercial General Liability Insurance or other form with a
generel aggregate limit is used, either the general aggregate limit shall apply separately
to this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage.
11.3. The insurance policies must contain the following provisions, or
CONTRACTOR must provide endorsements on forms supplied or approved by the
CITY to state: (1) coverage shall not be suspended, voided, reduced or canceled except
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after 30 days prior written notice by certfied mail, return receipt requested, has been
given to the CITY; (2) any failure to comply with reporting or other provisiona of the
policies, including breaches of warranties, shall not affect coverage provided to the
CITY, its directors, officials, officers, (3) coverage must be primary insurance as
respects the CITY, its directors, officials, officers, employees, agents and volunteers, or
rf excess, must stand in an unbroken chain of coverage excess of the CONTRACTOR'S
scheduled underlying coverage and that any insurance or self-insurance maintained by
the CITY, its directors, officials, officers, employees, agents and volunteers shall be
excess of the CONTRACTOR'S insurance and must not be called upon to contribute
with it; (4) for general liability insurance, that the CITY, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect
to the services or operations performed by or on behalf of the CONTRACTOR, including
materials, parts or equipment furnished in connection with such work; and (5) for
automobile liability, that the CITY, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the CONTRACTOR or for which the CONTRACTOR is responsible.
11.4. All insurance required by this Section must contain standard separation of
insureds provisions and must not contain any special limitations on the scope of
protection afforded to the CITY, its directors, officials, officers, employees, agents, and
volunteers
11.5. Any deductibles or self-insured retentions must be declared to and
approved by the CITY. CONTRACTOR guarantees that, at the option of the CITY,
either. (1) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the CITY, its directors, officials, officers, employees, agents, and
volunteers; or (2) the CONTRACTOR shall procure a bond guaranteeing payment of
losses and related investigation costs, claims and administrative and defense expenses.
12.0 Indemniflcatlon, Hotd Harmless, and Duty to Defend
12.1. CONTRACTOR must indemnify, and hold the CITY, its officials, officers,
employees, volunteers and agents (collectively "CITY'S Indemnitees' free and harmless
from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any acts or omissions of CONTRACTOR, its
employees, or its agents in connection with the performance of this Agreement,
including without limitation the payment of all consequential damages and attorneys
fees and other related costs and expenses. With respect to any and all such aforesaid
suits, actions, or other legal proceedings of every kind that may be brought or instituted
against CITY'S Indemnitees, CONTRACTOR must defend CITY'S Indemnitees, at
CONTRACTOR'S awn cost, expense, and risk, and must pay and satisfy any judgment,
award, or decree that may be rendered against CITY'S Indemnitees. CONTRACTOR
must reimburse CITY and its directors, officials, officers, employees, agents and/or
volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity provided by this Section 12.1.
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CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the CITY, its directors, officials, officers, employees, agents or
volunteers. All duties of CONTRACTOR under this Section 12.1 shall survive
termination of this Agreement
12.2. CITY must indemnify, and hold CONTRACTOR, its officials, officers,
employees, volunteers and agents (collectively "CONTRACTOR's Indemnitees'~ free
and harmless from any and atl claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury, in law or equity, to property or persons, including
wrongful death, in any manner arising out of or incident to any acts or omissions of
CITY, its employees, or its agents in connection with the performance of this
Agreement, including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses. With respect to any and all such
aforesaid suits, actions, or other legal proceedings of every kind that may be brought or
instituted against CONTRACTOR's Indemnitees, CITY must defend CONTRACTOR's
Indemnitees, at CITY's own cost, expense, and risk, and must pay and satisfy any
judgment, award, or decree that may be rendered against CONTRACTOR's
Indemnitees. CITY must reimburse CONTRACTOR and its directors, officials, officers,
employees, agents and/or volunteers, for any and all legal expenses and costs incurred
by each of them in connection thereuvith or in enforcing the indemnity provided by this
Section 12.2. CITY's obligation to indemnify shall not be resiricted to insurance
proceeds, if any, received by the CONTRACTOR, its directors, officials, officers,
employees, agents or volunteers. All duties of CITY under this Section 12.2 shall
survive termination of this Agreement.
13.0 Equal Opportunity
CONTRACTOR affirmatively represents that it is an equal opportunity employer.
CONTRACTOR must not discriminate against any subcontractor, employee, or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, sexual orientation, or age. Such non-discrimination inGudes, but is not
be limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff, or termination.
74.0 Labor Certification
By its signature hereunder, CONTRACTOR certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every employer to
be insured against liabiliiy for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to compty with such provisions
before commencing the performance of the Services.
15.0 Entire Agreement
This Agreement contains the entire Agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a venting signed by both parties.
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16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either Party
as a result of this Agreement.
19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefd, privilege, or
service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or othervvlse.
20.0 Prohibited Interests
CONTRACTOR maintains and warrants that it has not employed nor retained
any company or person, other than a bona fide employee working solely for
CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR wam3nts
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for CONTRACTOR, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, CITY has the right to
rescind this Agreement without liability. For the term of this Agreement, no member,
officer or employee of CITY, during the term of his or her service with CITY, shall have
any direct interest in this Agreement, or ot~tain any present or anticipated material
benefd arising therefrom.
21.0 Attorneys' Fees
If either Party commences an action against the other Parly, either legal,
administrative or otherwise, ansing out of or in connection with this Agreement, the
prevailing Party in such litigation shall be entitled to have and recover from the losing
Party all of its attorney's fees and other costs incurred in connection with such action.
22.0 Corporate Authority
The persons executing this Agreement on behalf of the parties hereto wam~nt
that they are duly authorized to execute this Agreement on behalf of said parties and
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that by doing so, the parties hereto are formally bound to the provision of this
Agreement.
23.0 Exhibits
23.1. All exhibRs referenced in this Agreement are hereby incorporated iMo the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the
terms of this Agreement shall control.
23.2. Exhibit B, Management Proposal, delineates the respective financial
obligations of the Parties with respect to the TENNIS CENTER. The numerical figures
included in Exhibit B are included solely for the purpose of illustration and shall not be
construed as a guarantee by either Party of revenue to be generated or imposing on
either party any mandatory level of expenditure.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first above
written.
CITY OF SEAL BEACH FIRST SERVE TENNIS, INC.
By: By: C~
David Carmany, Name:Cathy cobson-Gury
City Manager Its: Chief Executive Officer
Attest:
By:
Linda Devine, City Clerk
Approved as to Forrn:
By:
Quinn Barrow, City Attorney
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EXHIBIT B
MANAGEMENT PROPOSAL
First Serve Responsibddies $ 117,400 00
City of Seal Beach Responsibilities + $ 219,100 00
Total Cost $ 336,500.00
Revenue $ 338,000 00
Total Cost - $ 338,500 00
Total Revenue $ 1,500 00
$ 117,400.00 $ 219 100 00 $ 338,000 00
CATHY JACOBSON-GUZY
A challenging position in management and/or sales in a tennis orsports-related field
EMPLOYMENT HISTORY
1993 --Present Owner / Director of Tennis --Billie Jean King and El Dorado Park Tennis Facilities,
Long Beach, CA
Complete management of both facilities
1993 --1994 St. Joseph's High School, Lakewood, CA
Head Coach -Women's varsity tennis team
1991 --1992 Owner and Manager of Billie Jean King and EI Dorado Park Tennis Centers,
Long Beach, CA
Partnership in %ing's Aces (Billie Jean %ing, et al) Complete management of both
facilities including buying and selling of merchandise for pro shops
1986 -1987 Wilson High School, Long Beach, CA
Head Coach -Women's Varsity Tennis Team
1985 --1991 Billie Jean King Tennis Center, Long Beach, CA
Head Tennis Professional and Manager, private and group lessons -all ages
1985 Cypress College, Cypress, CA
Assistant Coach -Women's varsity tennis team
1984 --1985 Marina High School, Huntington Beach, CA
Assistant Coach -Women's varsity tennis team
1984 Los Caballeros Racquet and Sports Club, Fountain Valley, CA
Tennis Professional, private and group lessons -all age groups
1983 University of Pittsburgh, Pittsburgh, PA
Assistant Coach -Women's varsity tennis team
PERSONAL ACHIEVEMENTS
2008 Wilson Racquet Sports Award for Eaclusive Retail Dealer in Southern CA
1988 U.S.P.T.A. Certification -- Professional I
1980 --1983 University of Pittsburgh Tennis Team
Ranked either #I or #2 in Singles and #1 in Doubles throughout college/MVP-1983
1979 Received Tennis Scholarship to University of Pittsburgh
Received YMCA Athletic-Scholastic Scholarship
1976 --1979 Won State of Pennsylvania High School Doubles Championships (1977-1979)
Won City of Pittsburgh High School Doubles Championships (1976-1979)
National Sports Festival Participant (Junior Olympics)
Participated in National Invitational Tournaments
Ranked #1 or #2 Singles and Doubles in Allegheny Mountain Tennis Association
ADDITIONAL
Annually increase revenue for the City of Long Beach
Member of the Long Beach Sports Council
Member of the Long Beach Tennis Patrons
Host Special Olympics
Organize and instruct 100 tennis classes throughout the City of Long Beach
EDUCATION
1979 --1983 University of Pittsburgh, Pittsburgh, PA
Bachelor of Arts in Communication with a Minor in Physical Education
REFERENCES AVAILABLE UPON REQUEST
Page 10
PROPOSED TENNIS CENTER BUDGET OVERVIEW
Activity ~ First Serve
Responsibility City
Responsibility Revenue Source
Em to ee Pa roll $ 62,000 00
Marketin $ 3,000 00
Office Su lies $ 3,500 00
Workman's Com $ 4,000.00
Posta e $ 400 00
Pa roll Taxes $ 21,300.00
Accountin Fees $ 2,000.00
Tele hone $ 2,000.00
Facdi Im rovements $ 12,000.00
Bank Char es $ 3,500.00
License Fees $ 200.00
Auto & Fuel $ 2,000.00
General Liabdi $ 1,500.00
Gas & Electric $ 30,700.00
Water $ 20,300.00
Janitorial $ 23,800 00
Janitorial Su lies $ 3,000.00
Landsca m $ 52,800.00
Miscellaneous Landsca in $ 6,000.00
Maintenance & Re air $ 20,000.00
Securit $ 700.00
Pest Control $ 1,800.00
Maria ers Draw $ 60,000.00
Membershi Dues $ 264,000.00
Tournament/Soaal Fees $ 2,500.00
Pro Fees $ 60,000.00
Merchandise $ 5,500.00
Pa & Pla $ 6,000 00
Food & Bevera a ***
Vendin Machines ***
Contractual Rental ***
Leasrn Clubhouse ***
Personal Trainer ***
TOTAL $ 117,400 $219,100.00 $ 838,000.00
"' Revenue amounts not estimated at this time
TOTAL GROSS REVENUES
First Serve Responsibilities
City of Seal Beach Responsibilities
$ 338,000.00
$ 117,400.00
$ 219,100.00
Revenues after all operating and maintenance costs $ 1,500.00