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HomeMy WebLinkAboutMaster Concepts LLC dba Master Sports; 2015-09-25;, AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR MULTI-SPORTS INSTRUCTOR CAMPS AND CLASSES SERVICES MASTER CONCEPTS LIMITED LIABILITY COMPANY, DBA MASTER SPORTS endment No. 2 is entered into and effective as of the }..5th day of ___ __,,__,__...u-,._,,__ ____ , 2019, extending the agreement dated September 25, 2015 d between the City of Carlsbad, a municipal corporation, ("City"), and Master concepts DB Master Sports, an LLC ("Contractor") (collectively, the "Parties") for instructing and teaching Multi-Sports classes and camps. RECITALS A. On August 28, 2017, the Parties executed Amendment No. 1 to the Agreement to extend Multi-Sports Instructor classes and camps 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 I 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 Amend me CONTRACTOR Cl RLSBAD, a municipal f the State of California ~QC. ~ ~ here) Single Mem&r# By: Dar11~/ t1url)fYL-~~ (print name/title) ATTEST: By: Uum~KT!JrL / (sign here) t BARBARA ENGLESON -;"rcity 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. BREWER, City Attorney Ll/ ~ . : ( j BY: ___ ,........'---_ ...... v .... ·'...,..·;)--..... · --- Deputy City Attorney "1 City Attorney Approved Version 1/30/13 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 02/20/2019 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 have ADDITIONAL INSURED provisions or 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 CONTACT Lori A Sabato NAME: Risk Management Services, Inc. PHONE I FAX P.O. BOX 32712 1 A ,r Nn c ... ,. (602) 840-3234 IA/C Nol: (602) 274-9138 E-MAIL lori.sabato@theriskpeople.com Phoenix AZ 85064-2712 ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: VantaPro Specialty Insurance C 44768 INSURED (858) 518-1315 INSURER B: AXIS Insurance Company 37273 Master Concepts, LLC dba Master Sports INSURER C: 10531 45 Commons Drive #484 INSURERD: San Diego CA 92127 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER· cert ID 22668 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,.,en ,,.n,n POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f------~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED y 5075-1740-00 02/22/2019 02/22/2020 PREMISES /Ea occurrence! $ 300,000 f------ .I X Participant Legal MED EXP (Any one person) s 5,000 f------ X Liability Included PERSONAL & ADV INJURY $ 1,000,000 f------✓ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 3,000,000 Fl □PRO-□LOG PRODUCTS -COMP/OP AGG $ 1,000,000 POLICY JECT OTHER SEXUAL ABUSE AGGRE $ 100,000 ✓ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ /Ea accident\ f------ ANY AUTO BODILY INJURY (Per person) $ f-------OWNED SCHEDULED BODILY INJURY (Per accidenl) $ f------AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE s AUTOS ONLY AUTOS ONLY /Per accident\ -- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I ~l°fTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANYPROPRIETOR/PARTNER/EXECUTIVE □ E L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E L DISEASE -EA EMPLOYEE $ If yes, descnbe under DESCRIPTION OF OPERATIONS below E L DISEASE -POLICY LIMIT $ A AD & D PAY0-65874 02/22/2018 02/22/2019 Maximum Limits: $ 10,000 ./ XS Medical/Dental Maximum Limits: $ 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, Parks and Recreation Administration are added as additional insured, but only with respect to the liability arising out of the operations of the above named insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. Parks & Recreation Administration 799 Pine Avenue, Suite 200 AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ;I{ f>-",_ L () J..J~JD I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 IL12011185A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES POLICY NUMBER 5075-1740-00 NAMED INSURED POLICY CHANGES EFFECTIVE 3/6/2019 Master Concepts, LLC DBA Master Sports COVERAGE PARTS AFFECTED ALL COVERAGE PARTS CHANGES This policy is hereby endorsed to make the following changes: 1.Add Additional Insureds Additional Premium $101.00 All other terms and conditions remain the same. Policy Change Number: 1 COMPANY Vantapro Specialty Insurance Company AUTHORIZED REPRESENTATIVE Process Date: 3/6/2019 IL12011185 Copyright, Insurance Services Office, Inc., 1983 Copyright, ISO Commercial Risk Services, Inc., 1983 Page 1 of 1 □ POLICY NUMBER: 5075-1740-00 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad, its officers, agents, employees and volunteers 1200 Carlsbad VIiiage Drive, Carlsbad, CA 92009 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 8. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 8 AGREEMENT FOR a Multl-Sport Instructional Camps and Classes SERVICES (Master Concepts Limited Liability Company, DBA Master Sports) ^ TH<S AGREEMENT is made and entered into as of the day of "ATjKlfVVpC^^ , 20 j^bv and between the CITY OF CARLSBAD, a municipal corporafion, ('City 'X and Master Concepts, a Limited Liability Company DBA Master Sport, ("Contractor"). RECITALS A. City requires the professional services of a Multi-Sport Instructional Camps and Classes that is experienced in providing sport instruction and teaching. B. Contractor has the necessary experience in providing professional services and advice related to multi-sport instruction and teaching. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration 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 conditions. 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 ofthis 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 addifional 2 year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriafion of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the 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 seventy percent (70%) 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 initiate payment to the City for all courses/camps. The request to initiate payment must be submitted after the end of the 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 secfions 12650, et seq., and Carisbad Municipal Code section 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 withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either direcfiy or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this 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 Recreation Director, Recreation Area Manager or designee and, if applicable, providing the City's Parks & Recreation Department with the criminal history background check with Live Scan fingerprint and TB test information 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 ratios: 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 duration 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 connection 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' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or eariy termination 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-:VH"; 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 National Association of Insurance Commissioners (NAIC) latest quarteriy listings report. 16.1 Coverage and Limits. 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 indemnification obligafions under this Agreement. City, its officers, agents and employees make no representafion 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 addifional 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 or the general aggregate will be twice the required per occurrence limit. 16.1.2 Athletic Participant/Participant Legal Liabilitv and Sexual Abuse and Molestafion coverage (if there are athlefic 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' Compensation 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 existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 16.5 Submission of Insurance Policies. City reserves the right to require, at any time, 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 time-to-time. 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 Dan Ekeroth - Master Concepts Limited Liability Company, DBA Name Steve Herrera Name Master Sports Title Recreation Supervisor Title Owner Department Parks & Recreation Address 5270 Eastgate Mall City of Carisbad San Diego CA 92121 Address 2997 Glasgow Drive Phone No. 858-518-1315 Carisbad CA 92010 Email dan(gmastersports.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/citvofcarisbad. 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 ofthe City. Marketing materials must be submitted to the City for approval at least 14 days prior to distriljution. (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 Instrucfional Class Division. Sheets may be dropped in the facility mailbox prior to leaving for the evening on the last class of the 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. 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 faciiity 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 & Recreation Director, a Recreation Area Manager or designee immediately. 24. Canceling Course(s) The City, after first notifying Contractor, may cancel a course if the 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 cancelations or rescheduling of classes. 26. CONFLICT OF INTEREST If requested. Contractor shall file a Confiict of Interest Statement with the City Clerk in accordance with the requirements ofthe City of Carisbad Conflict 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 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulafions. Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants 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 fonwarded 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 resolution within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action 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 will make the final determination 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 violation ofthis warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the 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 anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 ef seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 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 jurisdicfion 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 It 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 enfire 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 writing 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 CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) pa/If ^/ Bkcr^lf <^u^n£- (print name/title) By: 5rr) ^ (sigrThere) (print name/title) By: Chris Hizel] Parks & Recreation Director ATTEST: BARBARA ENGLESQN 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. BRtVVif lyctry AJttjrney BY: Asglsfent City Attorney SEE ATTACHED FORM FOR NOTARY CERTIFICATE Candclarie R*Miid«t \ Comm. #20Ma«2 \ Itotary riiMic • MHornia 3! S«n Di»go County Comm. txpirts Fob. )}, 2019 r 10 City Attorney Approved Version 6/23/15 r CALIFORNIA ALL- PURPOSE CERTIFiCATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document. State of Califomia County of $4A/ ^I £^ Q On \0 Ma 2.015 before me, /t/knjF.LAZcn fer/i/DFZ. ^/or^nu Pua/,Yy . rMem ineArt i>BrhP nffi~>r\ personally appeared '^hfiiel &eofi<^e BICefio~n\ (Here insert narfie and title of thf! officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their slgnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instnjment. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ^OP^K C«NMafi««ttM4iy f ^ Omf^SS/k cwMii. Moaia*2 | Signature of Notary Public 713 Z/3 -/^<^o (Seal) 'I *wn vwfO V««HNy ^ Comm. Mpirot Nb. 12, 3019 F ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE AHACHED DOCUMENT (Title or descripiion of attached document (rme or description of attached document continued) Number of Pages Document Date. 2015 Version www.NotaryClasses.com 800-873-9865 INSTRUCTIONS state and County infonnation must Iw the State and County where the document signet(s) personally appeared Ihe nota/y public fbr acicnowiedgment Date of notarization must be the date that Ihe $igner(s) personally appeared which must aiso be the same date Ihe acknowledgment Is completed. The notaiy public must print his or her name as it appears wilhin his or her commission followed by a comma and Ihen your fiHe (notaiy public). Print the name(s) of document 8igner(s) who personally appear at the time of notarization. bidicate the correct singular or plural fomis by crossing off inconect fonns (i.e.)he/she/ihey, is /are) or circling the conect fonns. Failure to conectly indicate this infonnation may lead to rejection of document recoiding. The notary seal impression must be dear and phoiogmphicaly reprodudble. impression must not cover text or iines. If seal impression smudges, re-seal if a suffident area pennits, othewdse complete a different admowledgment forni. Signature of the notary pubiic must match the signature on tile wHh the oflice of the county derit. Additional inforniation is not required but could help to ensure this adwowledgment is not misused or attached to a different document. Securely attach this document to the signed document with a staple. EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. Master Sports: Jr. Multi Sport Class Participants will play soccer, basketball, tee-ball, flag football and track and field. Our coaching philosophy is to give participants a foundation in each sport by incorporating rules into modified games that are appropriate for each age group and most importantly a lot of fun. We will capture their imagination while improving coordination and strength. Participants receive a class shirt and sports gift. Alga Norte: Ball Field 3 Instructor: Master Sports-Dan Ekeroth Ages: At least 5 but less than 7 Fee:$125 Master Sports: Beginner T-Ball League This T-ball league is designed for children too young for little league. It is a non-competitive environment where the score is not kept. There are no outside practices and parents are encouraged to participate in ga.m.es. Program will be held for one hour for each child between the hours of 12:30 to 3:30 p.m. Exact times will be determined on the first day. Alga Norte: Ball Field 3 Instructor: Master Sports-Dan Ekeroth Ages: At least 4 but less than 6 Fee:$135 Master Sports: Jr. Multi Sport Class Master Sports Jr. Multi Sport class will allow young children to explore soccer, basketball, t-ball, flag football and track and field in a day program setting. There is no pressure, just lots of fun while these young athletes participate in acquiring new skills in all of these sports. Our Jr. Sports coaching staff is trained to meet the specific needs of young children and are committed to helping them start off on the right foot as they venture into athletics. Alga Norte: Ball Field 3 Instructor: Master Sports-Dan Ekeroth Ages: At least 3 but less than 5 Fee:$125.00 Instructor: Master Sports-Dan Ekeroth Ages: At least 5 but less than 7 City Attorney Approved Version 6/23/15 11 Fee:$125 Adventure Laser Tag & Sports Boot Camp Are you ready for an outdoor laser tag adventure? First you must make it through basic training, and then conquer the obstacle course of rock walls, rope swings, and laser beams. Each day you will learn to work as a team as you prepare for new missions; protecting your home base, capturing the enemy jet, and rescuing captured teammates all in a day's work. Featuring the advanced G14 outdoor laser tag system, and a playing field that resembles a Hollywood movie set, makes this a one-of-a-kind camp experience. Train your military mobility with a variety of boot camp sport activities to handle the G-14 system. Instructor: Master Sports-Dan Ekeroth Ages: At least 7 but less than 14 Fee: $225.00 Master Sport Dodge Ball By combining some of the most popular games of all time like Dodge Ball, Capture the Flag, and Hide and Seek. Instructor: Master Sports has created an incredibly fun, fast- paced, adrenaline rush game. This game teaches team work, strategy, and good sportsmanship. Physical fitness benefits include building speed, agility, coordination, and throwing accuracy. The game is placed on a court with inflatable obstacles used for ducking, dodging and hiding. Our dodge balls are child friendly soft foam core models to create a safe and Xtremely fun time. Instructor: Master Sports-Dan Ekeroth Ages: At least 7 but less than 14 Fee: $160 Master Sport Volleyball Camp Passing, serving, setting, attacking, blocking, digging, rotation, sportsmanship and rules will all be covered in this fun camp. Participants will practice fundamentals through a City Attorney Approved Version 6/23/15 12 variety of different games and drills where they are assisted by our instructors. All participants receive a camp t-shirt! Instructor: Master Sports-Dan Ekeroth Ages: At least 7 but less than 14 Fee:$170 Master Sports Basketball Camp Throughout this camp participants will key in on the fundamentals of basketball. Our instructors will help them increase their skills and knowledge of the sport through drills and games. Instructor: Master Sports-Dan Ekeroth Ages: At least 6 but less than 14 Fee:$190 Master Your Sport - Flag Football This camp is perfect for newcomers or those who want to brush up on their skills by playing flag football games. "Skill of the day" and will teach the core components of passing, catching, de-flagging, and defensive positioning in a fun, positive environment. The week ends with a Sports Bowl, a chance to showcase their skills. Instructor: Master Sports-Dan Ekeroth Ages: At least 6 but less than 14 Fee: $171 Master Your Sport Game Changer With new sports and games each day your child will not want to leave! Xtreme Dodgeball, Rally Cart Racing, Basketball, Soccer, Flag Football, Baseball and many more activities will keep this camp fast and fun for everyone. All participants receive a camp t- shirt. Instructor: Master Sports-Dan Ekeroth Ages: At least 6 but less than 13 Fee:$185 Master Your Sport Jr. Sport Master Your Sport Jr. Sport will allow very young children to explore soccer, basketball, tee-ball, flag football, and track and field in a day program setting. There is no pressure, just lots of fun while these young athletes participate in acquiring new skills in all of City Attorney Approved Version 6/23/15 13 these sports. Our Jr. Sport coaching staff is trained to meet the specific needs of young children and is committed to helping them start off on the right foot as they venture into athletics. All camp participants will receive a t-shirt. Instructor: Master Sports-Dan Ekeroth Ages: At least 4 but less than 7 Fee: $140 City Attorney Approved Version 6/23/15 14 Kathy Hamilton From: Sent: To: Cc: Subject: Dear Consultant: Kathy Hamilton Wednesday, September 30, 2015 10:05 AM 'dan@mastersports.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 multi-sport instructional camps and classes- 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 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 18