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HomeMy WebLinkAbout*AGMT - First Serve Tennis, Inc. TENNIS CENTER MANAGEMENT SERVICES AGREEMENT between - SEALB, ,�� 9�,y . g ; 1 . C e c .. 27 VP- cQ�NTY, tPs-- 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 "). -1- • • 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 a first -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 -Guzy ( "Jacobson - Guzy ") represent that CONTRACTOR and Jacobson -Guzy are qualified and able to provide CITY with such services. Jacobson -Guzy represents that she is fully qualified to perform the professional services required by this Agreement, by virtue of her experience, training, 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. -2- • • AGREEMENT 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 clubs, school interests, or any of these to assure the best overall, well- rounded tennis program for the community while incorporating public play and use of facilities 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 dedicated 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. -3- • • 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- specific 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 will 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 facilities, buildings, structures, improvements, fixtures, 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 conduct in or about the TENNIS CENTER and will call upon the aid of the CITY police department to assist in maintaining peaceful conditions. 1.2. CONTRACTOR hereby designates Jacobson -Guzy as the Principal Operator for purposes of this Agreement. Jacobson -Guzy shall be primarily responsible for the day -to -day 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 perform 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. 1.3. CONTRACTOR must maintain the following operating hours for the TENNIS CENTER: 7:30 a.m. to 9:30 p.m., Monday through Friday; and 7:30 a.m. to -4- 5:30 p.m. on Saturdays and Sundays. Prior to December 15 of each year, CONTRACTOR and CITY will develop a holiday schedule for the following year. 1.4. CONTRACTOR must not permit any children under the age of 16 to use the fitness 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 pay 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). CONTRACTOR will deduct such costs and expenses from revenue prior to disbursing the revenue to the CITY pursuant to 1.7(1) below. 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 reasonably 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, less the costs and expenses deducted pursuant to 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. 1.8. 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 accordance 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 -5- • • 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 160 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 210 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 Agreement, CONTRACTOR identifies new revenue streams, the CITY will, upon CONTRACTOR's request, entertain negotiations regarding additional 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' and girls' tennis teams (either being a -6- • • "Team ") and the Teams' coaches to use the tennis courts at the TENNIS CENTER 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 during their respective high school tennis seasons, subject to the terms of any joint -use agreement between CITY and the Los Alamitos Unified School District related to the use of the TENNIS CENTER. Girls' team members and coaches may use the TENNIS CENTER during its season, currently September through November. Boys' team members and coaches may use the TENNIS CENTER during its season, currently March through May. 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 identification card and sign in at the TENNIS CENTER office prior to use. 3.2. CONTRACTOR shall consult with 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 Term 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 term. Each such extension will be subject to re- negotiation of all terms and conditions of this agreement. 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 Termination 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 in 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 -7- • • general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 7.0 Party Representatives 7.1. The City Manager is CITY's representative for purposes of this Agreement. 7.2. Jacobson -Guzy 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 Seal 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 -Guzy 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 performing 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 all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax -8- • • withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.2. CONTRACTOR shall indemnify and hold harmless CITY and its elected officials, officers and employees, 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 forms provided by the CITY if requested. All certificates 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 general 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. -9- • • 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 after 30 days prior written notice by certified mail, return receipt requested, has been given to the CITY; (2) any failure to comply with reporting or other provisions 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 if 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 Indemnification, Hold 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 own cost, expense, and risk, and must pay and satisfy any judgment, award, or decree that may be rendered against CITY's Indemnitees. CONTRACTOR - 10 - • • 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. 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 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 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 lndemnitees. 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 therewith or in enforcing the indemnity provided by this Section 12.2. CITY's obligation to indemnify shall not be restricted 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 includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 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 liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. - 11 - • • 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 writing signed by both parties. 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, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 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 warrants 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 obtain any present or anticipated material benefit arising therefrom. 21.0 Attorneys' Fees If either Party commences an action against the other Party, either legal, administrative or otherwise, arising 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. - 12 - • • 22.0 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provision of this Agreement. 23.0 Exhibits 23.1. All exhibits referenced in this Agreement are hereby incorporated into 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: _ Lug: ., ./..4i. at David Cafmany, Name:Cathy Jac. =••n -Guzy City Manager Its: Chief Executive Officer Attest: • By: r jj , L,, )6i6/ Linda Devine, City Clerk Approved as o Form: B n Barro , City Attorney - 13 - SLM ACORDTM CERTIFICATE OF LIABILIT INSURANCE • DATE(IAM /OD /YYYY) 3 /11/10 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. • IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER K & K Insurance Group, Inc. CONTACT P.O. Box 2336 NAME: Shelby Mill Pr Fort Wayne, In 46801 (A/C. No. Ext): 800 -677 -4757 (NC, No): E-MAIL ADDRESS: PRODUCER CUSTOMER ID $t: INSURED INSURER(S) AFFORDING COVERAGE NAIC 11 INSURER A: SCOTTSDALE INDEMNITY COMPANY 15580 FIRST SERVE TENNIS, INC. INSURER B: D /B /A BILLIE JEAN KING TENNIS CENTER, INSURER C: DBA: EL DORADO PARK TENNIS CENTER INSURER 0: 1040 PARK AVENUE INSURER E: LONG BEACH, CA 90804 INSURER F: COVERAGES CERTIFICATE NUMBER: 1554121 REVISION NUMBER: THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, TFIE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I5 SUBJECT TO ALL TFIE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AOOL SUER POLICY EFF POLICY EXP L INSR W/D POLICY NUMBER (MM /0DIYYYY LIMITS (M OLIC Y 01(8 GENERAL LIABILITY EACH OCCURRENCE $ 12:01AN 12: 1000000 A X COMMERCIAL GENERAL LIABILITY KKI0000816500 1 /01 /10 1 /01 /11 DAMAGE TO RENTED 5 300000 PREMISES (Ea occurrence) CLAIMS MADEI X IOCCU8 MED EXP (Any one person) S 5000 Owners & ContraCtore PERSONAL&ADV INJURY S 1000900 GENERAL AGGREGATE $ Wnnrr. GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP /OP AGG E 7000000 POLICY nPROJECT nLOC Part Lg1 Liab S INCL AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea Accident) BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY per accident) S SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Per accident) 5 NON-OWNED AUTOS $ UM1IBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE 5 DEDUCTIBLE RETENTION $ $ WORKERS COMPENSATION WC STATU- AND EMPLOYERS' LIABLITY V TORY LIMITS OTHER ANY PROPRIETORSHIP/PARTNER/ EXECUTIVE OFFICER /MEMBER E.L. EACH ACCIDENT 5 EXCLUDED? • (Mandatory In NH) EL. DISEASE - EA EMPLOYEE $ R yes, describe under DESCRIPTION: OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, II more space Is required) THE CERTIFICATE HOLDER IS ANMED AS AN ADDITIONAL INSURED PER FORM CG2011 MANAGER OR LESSOR OF PREMISES. RE: LOC 3 3900 LAPIPSON AVENUE, SEAL BEACH, CA 90740. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SEAL BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 211 8TH STREET • AUTHORIZED REPRESENT - SEAL BEACH, CA 90740 ACORD 25 (2009109) ©1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • • POLICY NUMBER: KKI00000008 16500 COMMERCIAL GENERAL LIABILITY CG 20 11 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Designation of Premises (Part Leased to You): LOC 1 LOC 3 1040 PARK AVENUE 3900 LAMPSON AVENUE LONG BEACH, CA 90804 SEAL BEACH, CA 90740 LOC 2 2800 STUDEBAKER ROAD LONG BEACH, CA 90815 2. Name of Person or Organization (Additional Insured): CITY OF LONG BEACH, AND ITS OFFICIALS, CITY OF SEAL BEACH EMPLOYEES, AGENTS, COMMISSIONS AND 211 8TH STREET VOLUNTEERS SEAL BEACH, CA 90740 DEPARTMENT OF PARK AND RECREATION RE: LOC 3 2760 STUDEBAKER ROAD LONG BEACH, CA 90815 RE: LOC 1 & 2 3. Additional Premium: INCLUDED (If no entry appears above, the information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place atter you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. CG 20 11 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 1