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HomeMy WebLinkAboutKeefer, Mark; 2015-09-25; AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR TENNIS INSTRUCTOR SERVICES MARK KEEFER This Amendment No. 2 is entered into and effective as of the /:?>t..b day of ~ ~ , 2019, extending the agreement dated September 25, 2015 (the UAgreEm~~y and between the City of Carlsbad, a municipal corporation, ("City"), and Mark Keefer, a sole proprietor, ("Contractor") (collectively, the "Parties") for instructing and teaching tennis classes and camps. RECITALS A. On July 12, 2017, the Parties executed Amendment No. 1 to the Agreement to extend tennis instructor services for two years, ending September 25, 2019; and B. The Parties desire to extend the Agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on September 25, 2021. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By;/y(s~ (sign her) (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: \kJ!JYL~ h-t!;.ARBARA ENGLESON lr .__,ity Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~; ./'~ __ D_e_p_u-ty-C-ity-A-tto_m_e_y_]'-it'---- •_/ City Attorney Approved Version 1/30/13 2 EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2019-196 CERTIFICATE OF INSURANCE SPECIAL EVENT LIABILITY PROGRAM PRODUCER PUBLIC ENTITY (ADDITIONAL INSURED) Alliant Insurance Services, Inc. in conjunction with City of Carlsbad Apex Insurance Services P. 0. Box 6450 Newport Beach, CA 92658 License No: OC 36861 NAMED INSURED (EVENT HOLDER): EVENT INFORMATION: Mark Keefer TYPE: Hazard II 7757 Caminita Bonanza #101 DATE(S): 0l/01/19-01/01/20 Carlsbad, CA. 92009 LOCATION: Various City Parks Carlsbad *Liquor Liability YesO No IZ! **Liquor Liability after 12 am ends before 2 am D This is to certify that the insurance policy listed below has been issued to the above insured named (event holder) for the policy period indicated. The insurance described herein is subject to all the terms, exclusions and conditions of such policy(ies) unless amended as described in Special Conditions. INSURANCE CARRIER: Evanston Insurance Company MASTER POLICY NUMBER: SEP41028 MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2019 EXPIRATION: JANUARY 1, 2020 COMMERCIAL GENERAL LIABILITY OCCURRENCE FORM DEDUCTIBLE: NONE General Aggregate Limit $2,000,000 Products & Completed Operations 1,000,000 SPECIAL CONDITIONS: Personal & Advertising Injury 1,000,000 The following endorsements attached to Each Occurrence Limit 1,000,000 the Master Policy do not apply to this Damage To Premises Rented To You (Any One Premises) 100,000 Certificate Of Insurance: Medical Payments (Any One Person) 5,000 MEGL643 Liquor Liability (If purchased) 1,000,000 Optional Limits Purchased 0 $1,000,000/$3,000,000 0 $2,000,000/$2,000,000 Damage To Property (If purchased) The limits of insurance apply separately to each event insured by this policy as if a separate policy of insurance has been issued for that event. OTHER ADDITIONAL INSUREDS CANCELLATION: Should the above described policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy orovisions. AUTHORIZED REPRESENTATIVE:----------------------------- DATE ISSUED: _1=2=/2~6~/1~8~-------------------------------- AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR TENNIS INSTRUCTOR SERVICES MARK KEEFER is entered into and effective as of the /,;)-b/7 day of ____::.......,,.:::,L-J.._.__~~-------' 20.L]_, extending the agreement dated September 25, 2015 (the "Agreeme t' by and between the City of Carlsbad, a municipal corporation, ("City"), and MARK KEEFER, a sole proprietor ("Contractor") (collectively, the "Parties") for instructing and teaching tennis classes and camps. RECITALS A. The Parties desire to extend the agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending September 25, 2019. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR (print Aame/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By ~ Parks~tor ATTEST: Ciura ¼i KvtJf/41irJ ~ BARBARA ENGLESON t City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:_l-"--tJ_L __ Assistant City Attorney City Attorney Approved Version 1 /30/13 2 AGREEMENT FOR (TENNIS INSTRUCTOR) SERVICES (MARK KEEPER) JTHIS AGREEMENT is made and entered into as of the day of '^^y^Sfvn^tJi^ 201^ by and between the CITY OF CARLSBAD, a municipal corporfitionr(''City"), and Mark Keefer, a sole proprietor, ("Contractor"). RECITALS A. City requires the professional services of a Tennis Instructor that is experienced in Instructing and Teaching Tennis. B. Contractor has the necessary experience in providing professional services and advice related to tennis and teaching instrucfion. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in considerafion of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and condifions. The City expects the result of Contractor's services to be the enjoyment and increased knowledge, skill, and/or ability of course participants. Contractor has sole control over the manner and means of accomplishing this result; however, the City may monitor Contractor's course(s) to confirm that this result is being achieved and that CONTRACTOR is complying with the terms of this Agreement. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 2 years from the date first above written. The City Manager may amend the Agreement to extend it for 2 additional 2 year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicafing the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is ofthe essence for each and every provision of this Agreement. 5. COMPENSATION City will collect the fee specified in Exhibit "A", plus a transaction, and non-resident fee, if applicable, from each participant who registers for Contractor's course(s). As payment for Contractor's service(s). Contractor will receive an amount equal to sixty percent (60 %) ofthe City Attorney Approved Version 6/23/15 fees specified in Exhibit "A" collected for each course, excluding transaction fees, non-resident fees and/or any fees that are refunded. Contractor will be required to set class fees within the current market range, excluding any fees set by City Council. The City reserves the right to deny a contract or class if fees do not fall within this range. To be paid for a course. Contractor must submit an email or written request to inifiate payment to the City for all courses/camps. The request to initiate payment must be submitted after the end ofthe course. The request to initiate payment must be accompanied by the course/camp activity numbers. Contractor must submit written or e-mail approval for total final amount owed on Instructor Payment Due Report. Failure to list the activity numbers or approve final amount owed may result in a denial or delay in payment. In most cases, the City will pay the invoice or request for payment within ten to fifteen business days after its receipt and verification. Contractor understands that filing a false claim for payment may subject Contractor to civil penalfies under California Government Code sections 12650, et seq., and Carisbad Municipal Code secfion 3.32.025. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withlioldings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribufion, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnificafion amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectiy employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms ofthis Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version 6/23/15 8. Instructor and Assistant(s) Contractor shall designate the Instructor in Exhibit "A" attached hereto. Contractor may utilize, at Contractor's own expense, the assistant(s) listed in Exhibit "A" to help perform the services required by this Agreement. Contractor may not utilize anyone who is not listed in Exhibit "A" without obtaining the prior approval of the Parks and Recreafion Director, Recreation Area Manager or designee and, if applicable, providing the City's Parks & Recreafion Department with the criminal history background check with Live Scan fingerprint and TB test informafion discussed in paragraph 11 and the certifications discussed in paragraph 12 below. Assistants must be at least 16 years of age and have a valid work permit. Assistant may not teach in place of the Contractor without prior approval of the Recreation Supervisor or Area Manager. Assistants teaching in place of the Contractor must be at least 18 years of age. Contractor is solely responsible for supervising the work of the assistant(s) to ensure compliance with this Agreement. 9. Ratio. Instructor is responsible for maintaining the following adult to child rafios: 9.1 Classes 9.1.1. 1 Contractor for 20 students (Ages 5 and up) at most 9.1.2. 1 Instructor for 8 students (Ages 4 and below) at most 9.2 Camps 9.2.1. 1 Instructor for 15 students (Ages 5 and up) at most 9.2.2. 1 Instructor for 6 students (Ages 4 and below) at most 10. Rules and Safety. Contractor will be required to comply with the Carisbad Parks & Recreation Department's Safety Rules and participate in a Contractor Instructional Services Agreement renewal meeting each year. (See 2015 Instructor Information Booklet) Contractor is also required to have all participants in classes or camps sign in and out by an authorized adult ifthe participant is a minor. 11. TB Test and Background Check. Prior to performing any work under this Agreement, Contractor and Contractor's assistant(s) must provide proof of a negative TB test taken within the last four years. If a course is open to minors, Contractor and Contractor's assistant(s) must complete a criminal history background check. The criminal history background check requires Contractor and Contractor's Assistant(s) to have Live Scan fingerprints processed by the City. Should Contractor or Contractor assistant(s) criminal history background check reveal the existence of prior convictions, the City may immediately terminate this Agreement and/or disqualify Contractor or Contractor's assistant(s) from performing future instructional services for the City. 12. Certifications. If applicable. Contractor and Contractor's Assistant(s) must provide the City with the following certifications, which must remain valid throughout the durafion ofthis contract: [INSERT LIST OF CERTIFICATIONS]. If any certification(s) will expire during the term of this Agreement, Contractor and Contractor's Assistant(s) must provide updated proof of valid certificate(s) prior to the expiration date. 13. Mandated Reporter(s). If a course is open to minors, making Contractor and Contractor's assistant(s) "mandated reporters" within the meaning of California Penal Code section 11165.7(a), Contractor and City Attorney Approved Version 6/23/15 Contractor's assistant(s) will comply with the mandatory reporting requirements contained in California Penal Code section 11166, which is attached as Exhibit "D" to this Agreement. 14. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connecfion with the Services. 15. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensafion is included as a loss, expense or cost for the purposes ofthis section, and that this section will survive the expiration or eariy terminafion of this Agreement. 16. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rafing in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the Nafional Associafion of Insurance Commissioners (NAIC) latest quarterly lisfings report. 16.1 Coverage and Umits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnificafion obligafions under this Agreement. City, its officers, agents and employees make no representation that the limits ofthe insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 16.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. Ifthe submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement orthe general aggregate will be twice the required per occurrence limit. 16.1.2 Athletic Participant/Participant Legal Liabilitv and Sexual Abuse and Molestation coverage (if there are athletic participants). $1,000,000 combined single-limit per accident for bodily injury and property damage. 16.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensafion limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. City Attorney Approved Version 6/23/15 16.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 16.2.1 The City, its officials, employees and volunteers will be named as an addifional insured on Commercial General Liability which shall provide primary coverage to the City. 16.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 16.2.3 This insurance will be in force during the life ofthe Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement 16.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 16.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on exisfing policies in orderto maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 16.5 Submission of Insurance Policies. City reserves the right to require, at any fime, complete and certified copies of any or all required insurance policies and endorsements. 17. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from fime-to-fime. 18. Copyrights Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 19. NOTICES Notices between the Contractor and the City may be made by either personal delivery, email or by first-class mail. Mailed notices must be sent to the addresses listed in the introductory paragraph, unless changed in writing in accordance with this paragraph. Personally delivered notices will be considered communicated on the day they are actually received. Emailed or mailed notices will be considered communicated on the day they are actually received or five days after their mailing, whichever occurs first. City Attorney Approved Version 6/23/15 The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Steve Herrera Name Mark Keefer Title Recreation Supervisor Title Owner-Self Department Parks & Recreation Address 7757 Caminito Bonanza #101 City of Carisbad Carisbad CA 92009 Address 2997 Glasgow Drive Phone No. 760-518-8271 Carisbad CA Email zmarkjam(^yahoo.com Phone No. 760-434-2973 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 20. Course Roster Prior to the first class date. Contractor will pull rosters from the City's ActiveNet registration software, at https://apm.activecommunities.com/citvofcarlsbad. Contractor will verify the information contained on the roster against actual attendance on the first class date and report any discrepancies to the City by the end of the next business day. Contractor will not allow a person to participate in a course unless the person appears on the course roster and has signed an electronic annual liability waiver form. 21. Course Advertisement The City will advertise the Contractor's course(s) in the upcoming Community Services Guide(s) and in any other manner the City determines is appropriate. Contractor may also advertise Contractor's course(s) in any manner Contractor determines is appropriate, subject to the prior approval of the City. Marketing materials must be submitted to the City for approval at least 14 days prior to distribution. (See - 2015 Contract Instructor Information Booklet). Contractor must obtain photo releases from any enrollee prior to any marketing or promotion with use of photos of enrollees. 22. Attendance Prior to the first class date of each course, the Contractor will go online to the registration website and print a class attendance sheet. Contractor will mark each day's attendance on the class attendance sheet and submit the completed attendance sheet to the City at the end ofthe course. Contractors are responsible for contacting participants who have not attended the first class and notify the Instructional Class Division. Sheets may be dropped in the facility mailbox prior to leaving for the evening on the last class ofthe course. 23. Use of City Facilities The City will allow Contractor to use the City facility(ies) identified in the Carisbad Community Services Guide on the day(s) and at the time(s) indicated. The rules for use of the facility(ies) are contained in Exhibit "B." Contractor is responsible for ensuring the Instructor, Instructor's assistant(s), and the participants in Instructor's course(s) are informed of and comply with these rules. Contractor must abide by the start and end times of each class/camp stated in Exhibit A. Failure to abide by the start and end time listed in Exhibit A for any class/camp may result in termination of contract. City Attorney Approved Version 6/23/15 If any injury, lost child, or property damage occurs during a class or camp, Contractor must promptly report the injury, lost child, or property damage to the facility attendant on duty (after any necessary first aid or emergency services are rendered). The 2015 Instructor Information Booklet provide specific instructions on how to handle emergencies. The Contractor will also report as a witness on the injury/incident report. If there is no facility attendant on duty. Contractor must report the injury, lost child, incident, or property damage to the Parks & Recreafion Director, a Recreation Area Manager or designee immediately. 24. Canceling Course(s) The City, after first notifying Contractor, may cancel a course ifthe City does not receive registration forms and fees from the minimum number of at least 5 participants or the minimum specified in Exhibit "A" at least two days prior to the first class date for a course. Contractor will not be compensated for any course canceled due to low enrollment. 25. Canceling or Rescheduling Class Date(s) Contractor may not cancel or reschedule a class date without the prior written approval of the City's Parks & Recreation Director, Recreation Area Manager or designee. Contractors are solely responsible for informing enrollees of any cancelafions or rescheduling of classes. 26. CONFLICT OF INTEREST If requested, Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements ofthe City of Carisbad Confiict of Interest Code. The Contractor shall report investments or interests in all four categories. 27. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulafions and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements ofthe Immigrafion Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 28. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulafions prohibifing discriminafion and harassment. 29. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolufion within ten (10) business days. Ifthe resolufion thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solufions recommended by each party and may then opt to direct a solution to the problem. In such cases, the acfion of the City Manager will be binding City Attorney Approved Version 6/23/15 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 30. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. City will make a determination of fact based upon the service delivered and of the percentage of service that Contractor has performed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable underthis Agreement. City wiil make the final determinafion as to the portions of tasks completed and the compensation to be made. 31. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making ofthis Agreement. For breach or violafion ofthis warranty, City will have the rightto annul this Agreement without liability, or, in its discrefion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 32. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anficipafion of lifigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 etseq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the faise information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 33. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. City Attorney Approved Version 6/23/15 34. SUCCESSORS AND ASSIGNS tt is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 35. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a wrifing signed by both parties. // // // // // // // // // // // // // // // // // // City Attorney Approved Version 6/23/15 36. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (sign tiere) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Chris H^zeltinj^ Parks & Recreation Director ATTEST: By: (sign here) BARBARA EN|SljESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWERr€iJy4ttorney Aslant City Attorney City Attorney Approved Version 6/23/15 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of -^ZA OnJlo'^J^^ <^/J~ before me, I / /y Date ' Here Insert Name and Title of the Officer personally appeared /^dr kJu-i/yf. /\<^^f^ Name(3f of Signer(8) DEBBIE JO MCCOOL Commitsion # 1989588 Notary Public • Cilifornia San Diego County = who proved to me on the basis of satisfactory evidence to be the person(gJ whose name(s) is/afe subscribed to the within instrument and acknowledged to me that heZshe/lbey executed the same in his/her/their authorized capacity(i€g), and that by his/henHteir signature(s) on the instrument the persori(s), or the entity upon behalf of which the person(^ acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Piace Notary Seal Above Signature OPTIONAL /^ignature of Notary Pul(lic Thiougt) ttie information below is not required by law, it may prove valuable io persons reiying on ttie document and couid prevent fraudulent removai and reattachment of this form to another document Description of Attached Docyment Title or Type of Document: fAwJ/^/ayt./ Document Date- —' ^-"^ 'lyee/re-' Number of Pages: Signer(s) Other Than Named Above;_^^ Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing:. RIGHT THUMBPRINT OF SIGNER Top of tinumb Inere Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here S 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. Juniors Smash Camp - Stagecoach Learn tennis rules, scoring and etiquette while making new friends. Please bring one unopened can of tennis balls the first day. Bring bottled water, a hat and sunscreen each day. Instructor: Mark Keefer Min: 5 Max: 12 Ages: At least 8 but less than 13 Stagecoach: Tennis Court 3 Fee: $95 Stagecoach: Tennis Court 3 Fee: $95 Stagecoach: Tennis Court 3 Fee: $95 Stagecoach: Tennis Court 3 Fee: $95 Adult Tennis v Adult: Beginning You can start fresh whether you are a first timer who has never touched a racquet or someone who may have played years ago. By the end of this class you should be able to successfully serve, sustain a rally and play games and sets. Stagecoach Commynity Certter: Tennis Court 3 Min: 4 Max: 12 Instructor: Mark Keefer (Sports and Fitness) Age: 15Y and up CLASS* TIME DUR DAYS DATE TERM FEES 8:45-10:1 Sam 1.5hrs W $80 8:45-10:1 Sam 1.5hrs F $80 8:45-10:1 Sam I.Shrs W $60 8:45-10:1 Sam I.Shrs W $60 8:45-10:1 Sam I.Shrs F $60 8:45-10:1 Sam I.Shrs F $60 Adult: Intermediate Review your stroke technique, learn ball control, placement and consistency while playing games. Please bring one new unopened can of tennis balls to the first class. Stagecoach Cofnmunity Center: Tennis Coyrt 3 Min: 4 Max:12 Instructor: Mark Keefer (Sports and Fitness) Age: 15Y and up CLASS#TIME DUR DAYS DATE TERM FEES 8:45-10:1 Sam I.Shrs M $80 8:45-10:1 Sam I.Shrs Th $80 8:45-10:1 Sam I.Shrs M $60 8:45-10:1 Sam I.Shrs M $60 8:45-10:1 Sam I.Shrs Th $60 City Attorney Approved Version 6/23/15 11 8:45-10:15am I.Shrs Th $60 Adult: Advanced Intermediate Extensive drilling to hone your capabilities around the court. Explore competitive strategies (defensive, aggressive, counter punching). Please bring one new unopened can of tennis balls to the first class. Stagecoach Community Center and Park; Tennis Court 3 Min: 4 Max: 12 Instructor: Mark Keefer (Sports and Fitness) Age: 15Y and up CLASS* TIME DUR DAYS DATE TERM FEES DATES EXCLUDED 11:00am-12:30pm I.Shrs Sa $80 11:00am-12:30pm I.Shrs Sa $60 11:00am-12:30pm I.Shrs Sa $60 Youth Tennis Juniors: Beginning Learn all the basics with the proper technique. Forehand, backhand, serve, introduction to volleys and overheads. Please bring one new unopened can of balls per each session. Stagecoach Community Park: Tennis Court 3 Min: 4 Max: 12 Instructor: Mark Keefer (Sports and Fitness) Age: 7Y - 12Y CLASS#TiME DUR DAYS DATE TERM FEES 4:30-5:30pm Ihr Tu $70 4:30-S:30pm Ihr W $70 4:30-5:30pm Ihr Th $70 4:30-S:30pm Ihr F $70 4:30-5:30pm Ihr Tu $50 4:30-S:30pm Ihr Tu $50 4:30-S:30pm Ihr W $50 4:30-S:30pm Ihr W $50 4:30-S:30pm Ihr Th $50 4:30-S:30pm 1hr Th $50 4:30-S:30pm Ihr F $50 4:30-S:30pm Ihr F $50 Juniors: Beginning/Intermediate Learn all the basic strokes with the proper technique. Forehand, backhand, serve, introduction to volleys and overhead. Please bring one new unopened can of balls per each session. Stagecoach Community Center and Park: Tennis Court 3 Min: 4 Max: 12 Instructor: Mark Keefer (Sports and Fitness) Age: 8Y - 14Y CLASS#TIME DUR DAYS DATE TERM FEES 3:30-4:30pm Ihr Tu $70 3:30-4:30pm Ihr W $70 3:30-4:30pm Ihr Th $70 3:30-4:30pm Ihr F $70 3:30-4:30pm Ihr Tu $50 3:30-4:30pm Ihr Tu $50 3:30-4:30pm Ihr W $50 3:30-4:30pm 1hr W $50 3:30-4:30pm Ihr Th $50 3:30-4:30pm Ihr Th $50 City Attorney Approved Version 6/23/15 12 3:30-4:30pm Ihr F $50 3:30-4:30pm 1hr F $50 Juniors: Intermediate Extensive drilling to hone your capabilities around the court. Explore competitive strategies. Please bring one new unopened can of balls per each session. Stagecoach Commynity Park: Tennis Court 3 Min:4 Max 12 Instructor: Mark Keefer (Sports and Fitness) Age: 9Y - 15Y CLASS#TIME DUR DAYS DATE TERM FEES S:30-7:00pm I.Shrs Tu $80 S:30-7:00pm I.Shrs Th $80 S:30-7:00pm I.Shrs Tu $60 S:30-7:00pm I.Shrs Tu $60 5:30-7:00pm I.Shrs Th $60 S:30-7:00pm I.Shrs Th $60 Juniors: Advanced Teacher approval required before registering. No excepfions. This class is forthe skilled Junior looking to gain an edge overthe competition. Please bring one new unopened can of balls per each session. Stagecoach Commynity Pari<: Tennis Coyrt 3 Min: 4 Max: 8 Instructor: Mark Keefer (Sports and Fitness) Age: 10Y - 16Y CLASS#T1ME DUR DAYS DATE TERM FEES 5:30-7:00pm I.Shrs W $80 S:30-7:00pm I.Shrs W $60 S:30-7:00pm I.Shrs W $60 Pee Wee Tennis v Little rackets, little nets, lots of fun games to start the love of tennis. Bring the young ones out to learn racket to ball skills. Each student should bring one, new unopened can of tennis balls to the first class. Stagecoach Community Park: Tennis Court 3 Min: 4 Max: 8 Instructor: Mark Keefer (Sports and Fitness) Age: 4Y - 6Y CLASS#TIME DUR DAYS DATE TERM FEES 3:00-3:30pm .Shrs Tu $50 3:00-3:30pm .Shrs W $50 3:00-3:30pm .Shrs Th $50 City Attorney Approved Version 6/23/15 13 Kathy Hamilton From: Sent: To: Cc: Subject: Dear Consultant: Kathy Hamilton Wednesday, September 30, 2015 10:06 AM 'zmarkjam@yahoo.com' Steve Herrera; Shelley Collins; Donna Heraty Form 700 -Conflict of Interest -It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement Regarding your agreement with the City of Carlsbad for tennis instructor- if your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the City of Carlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.carlsbadca.gov 760-434-2917 I Shelley.Collins@carlsbadca.gov Facebook I Twitter I You Tube I Flickr I Pinterest I Enews 16