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HomeMy WebLinkAboutSpectrum Sports Management LLC; 2008-01-28;AMENDMENT NO._1_ TO EXTEND AND AMEND AGREEMENT FOR "SPECTRUM SPORTS MANAGEMENT LLC". "CONTRACTOR" This Amendment No. 1 is entered into and effective as of the n^^ day of JL>. uJ\$$~\ , 2001, extending and amending the agreement dated January 28. 2008 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and _ Spectrum Sports Management LLC, an Event Producer , ("Contractor") (collectively, the "Parties") for organization of the Carlsbad Triathlon. RECITALS A. On January 28. 2008 the Parties executed an agreement for Event Organization; and B. The Parties desire to alter the Agreement's scope of work to update and clarify responsibilities and service: and C. The Parties desire to extend the Agreement for a period of one year. D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 2. In place of those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty thousand dollars ($ 30.000 ). 4. Contractor will complete all work described in Exhibit "A" by end of August 2009. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 7. The individuals executing this Amendment 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 Amendment. CITY OF corporation of By: (sign here) (print name/title) (e-mailaddress) LORRAINE M. WOOD /( City Clerk f £ ;> 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 officers) signing to bind the corporation. APPROVED AS TO FORM: RONAtBrHTBALL, City Attorney DepQTy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES CITY OF CARLSBAD TRIATHLON ("CITY") 2009 "SPECTRUM SPORTS MANAGEMENT LLC" will provide the following services for the Carlsbad Triathlon, scheduled for July 12th, 2009: • Develop a process design and time line acceptable to the City's Recreation Department to achieve the outcomes specified below: > Carlsbad community participates in a safe, competitive, and fun family event while being educated on and embracing healthy living. > Event is challenging and fun for the experienced athletes and a friendly, supportive environment for novices. > Brings a sense of belonging, ownership and common purpose for the people who live, work and play in Carlsbad by providing a combination of a cutting edge event, outstanding customer service, sophisticated event planning, and innovative activities. > Increased outreach and integration of the Carlsbad community into the event > Enhanced collaboration with other community organizations > Promotes the best qualities of the Carlsbad community > Promotes integration with the City of Carlsbad's Wellness program > Encourages youth and family participation that may possibly strengthen the social foundations of our community. > Participants and community feels event quality and service has been sustained or improved from past years. > Promotes alternative modes and healthy lifestyle > Creates a value-driven, fun experience for residents and visitors > Produces a race that covers all costs with race revenue • Plan and oversee implementation of the Triathlon event (More detailed information is described below). • Work with the Recreation Department to coordinate logistics and other details entailed in implementation of the event, as agreed upon by both parties. • Provide facilitation of the event. • Provide and develop timeline acceptable to the City's Recreation Department for the triathlon including planning, outreach to the community, budget submissions, milestones, etc. • Provide a business plan for the race series and proposed financial plan: i.e. how are you going to make money; what are the fees and expenses • Provide a post-event report summarizing the consultant's observations, comments and recommendations, the process design, event activities, and implementation plans. The Consultant will present this report to the Recreation Department or designee(s) following the event at a debriefing meeting held in Carlsbad. City Attorney Approved Version #05.22.01 I. Plan and oversee implementation of the Triathlon event: A. Race Coordinator • Responsible for pre event development and set up • Event coordination • Provide bids and recommendations for purchasing of supplies. • Negotiate contracts and agreements with approval of the City of Carlsbad Recreation Department • Provide insurance per the City of Carlsbad's Risk Management • Source and hire security • Obtain necessary permits/maps/permission as agreed upon by both parties. > Health Permit > City of Carlsbad Special Event Permit > City of Encinitas Special Event Permit > State of CA. Dept. of Parks & Recreation Special Event Permit > Fire Permit > Traffic Control Plan > Recycling Plan > Strom Water Protection Plan > Room Rental Permits for meetings > Letters to residents & Businesses re. event & street closures (distributed 2 weeks before event) > Permission from Poinsettia Cove HOA (The Prescott Company) to re-route traffic through their development on race day. > Race Course Map (if changing course, no later than April 1, 2009) > Transition Area Map > Expo Are Map- Saturday > Expo Are Map- Sunday > Restroom & Roll-Off Dumpster Placement Map • Monitor and manage budget, as approved by the City of Carlsbad Recreation Department • Monitor supplies ordering B. Timing Split Chip Timing • Calculated split times for the swim. • Calculated split times for the bike, to include both transition times. • Calculated split times for the run. • Ranks for swim, bike and run splits. • In addition to the above times, additional information that will appear on the final results: 1. Class place 2. Overall place 3. Bib number 4. Age 5. Sex 6. Results will be organized by age categories or special category (i.e. Pro, Clydesdale). City Attorney Approved Version #05.22.01 Finish Line/Chip Timing Finish times will be posted 15 minutes after the 1st finisher crosses the line. Additional results will be posted every 20 minutes following the 1st posting. These results will contain the following information: • Class place • Overall place • Bib number • Entrant name • Age • Sex • Calculated finish time • Results will be organized by age categories or special category (i.e. Clydesdale). If any changes/additions are made to the results, they will be posted immediately after the change has been made. Results during this posting time are labeled "unofficial". 15 minutes prior to the awards ceremony results will then be labeled "official". These results will then be posted and the awards ceremony may begin to take place. Official finish times will be posted on "SPECTRUM SPORTS MANAGEMENT LLC"s web site and on Active.com on race day. Results (finish times only) will be delivered/faxed/emailed to the necessary press representatives on race day (before awards ceremony to those press that are present at event). Complete results with all split times, will be posted on "SPECTRUM SPORTS MANAGEMENT LLC"'s web site by 3:00 pm on the Monday following the race. Complete results will be posted on Active.com at the same time. These results, or other results (i.e. top 5 in each division, finish times only) can be sent via fax or email to any media outlet as requested by "CITY". Carlsbad Triathlon will provide 12 volunteers for "SPECTRUM SPORTS MANAGEMENT LLC" to use in the finish line area. C. Sponsorship • Solicitation of sponsors • Negotiate contracts and agreements with approval of the City of Carlsbad Recreation Department. • In-kind product sponsors will only be considered sponsors if they reduce the budget expenses or with approval of the City of Carlsbad D. Registration/Athlete Management Registration • Receive all registration directly from entrants via mail-in and Active.com. • Act as liaison with Active.com, and be capable of directly accessing and implementing requested changes to the Carlsbad Triathlon pages within Active.com, as approved by "CITY." City Attorney Approved Version #05.22.01 • For online entries, all fees will be made payable to "City of Carlsbad" and sent directly to our office by Active.com. Address where checks should be sent is: 3096 Harding Street, Carlsbad, CA 92008. For mail-in entries received, all fees will be made payable to "CITY OF CARLSBAD" and mail to 3096 Harding St, Carlsbad, CA 92008 for the City to process and track. The City will send copies of mail-in entry forms and email (with an attached file in Excel format) spreadsheet once a month with a final sent after deadline date for mail-in entries. "SPECTRUM SPORTS MANAGEMENT LLC" will email (with an attached file in Excel format) a list of entrants and totals to Carlsbad Triathlon monthly once the first entry is received and bi-weekly beginning in June. Entrants will be segregated by Division, and the following information will be included for each entrant: • Bib Number Assigned • First Name • Last Name • Address • City • State • Zip • Age on Race day • Gender • Race Division Code (Age Division, Clydesdale/Athena or Pro Division) • Entry fee paid • Payment Method • Email Address (if available) • Problems/Issues sheet "SPECTRUM SPORTS MANAGEMENT LLC" will supply a race hotline number, updated weekly with important race information, and will handle all calls from entrants. Within one week following the event, "SPECTRUM SPORTS MANAGEMENT LLC" will provide a complete list of entrants with full addresses in Excel format on disk, for our mailing list. A confirmation list of all entrants, updated monthly once the first entry is received and weekly beginning in May, posted on "SPECTRUM SPORTS MANAGEMENT LLC" web site (with a link from CT's). "SPECTRUM SPORTS MANAGEMENT LLC" will process all registration and issue a bar-coded bib number and a transponder chip-timing anklet to all participants. For pre- registered entrants, "SPECTRUM SPORTS MANAGEMENT LLC" will have these bibs and corresponding transponders in alpha/category order for Wednesday or race day pickup. "SPECTRUM SPORTS MANAGEMENT LLC" will also have an alpha/category list of all entrants. "SPECTRUM SPORTS MANAGEMENT LLC" will provide written race instructions for entrants regarding waves, splits, finish line and awards ceremony, to be incorporated into the confirmation/information sheets. • Bibs with tear-off tabs and barcodes (to be delivered to "SPECTRUM SPORTS MANAGEMENT LLC" no later than 1 month prior to the event. Tear-off portion to be type 9 with barcode - 3 of 9, mini-size - from Rainbow Racing). City Attorney Approved Version #05.22.01 • Safety pins • Colored coded swim caps (different color for each wave) Packet Pickup "SPECTRUM SPORTS MANAGEMENT LLC" may be asked to hold a briefing the day before or the morning of packet pickup. "SPECTRUM SPORTS MANAGEMENT LLC" will provide staff members for packet pickup on two evenings during the week before the race. These "SPECTRUM SPORTS MANAGEMENT LLC" staff members will oversee pre-registration pickup and will handle all on-site registration and any registration issues or problems. • Provide adequate volunteers for registration pickup during packet pick-up periods. • Handle all athlete concerns with the assistance of the City of Carlsbad E. Health Expo • Coordinate the following as negotiated: • Solicitation of Expo vendors, speakers, entertainers (sportswear, health professionals, sport equipment, food, etc.) • Set Up/Strike Down coordination • Monitor business licenses/insurance/health codes • Volunteer/Sales Coordinator • * NOTE: All payments from vendors will mailed and processed by the City. F. Volunteer Management Assist the City of Carlsbad with the following as negotiated: • Organize volunteer "thank you" gifts and t-shirts • Organize and assign volunteers to appropriate race area • Oversee volunteer check-in booth • Communicate with committee members regarding volunteer specifics • Set up and stock volunteer/staff refreshment area • Assist with the development of the volunteer meeting G. Public Relations Coordinate the following as negotiated: Media Liaison • Assist with the Pre Event/Event Media Contact • Assist with the Press releases and packets • Assist with handling of the Press • Press packet pick up booth Photography • Solicitation of race photographer • Negotiate contract and agreement with approval of the City of Carlsbad Recreation Department City Attorney Approved Version #05.22.01 Marketing • Establish marketing of event in all medias with approval of the City of Carlsbad • Responsible for pre event set up • Sponsorship marketing per agreements Race Announcer • Solicitation of race announcer • Coordinate race information for announcer • Contact for sound system at finish line • Negotiate contract and agreement with approval of the City of Carlsbad Recreation Department H. Awards Ceremony "SPECTRUM SPORTS MANAGEMENT LLC" will provide the announcer with an awards printout (listing the top 5 only in each division) for the ceremony. "SPECTRUM SPORTS MANAGEMENT LLC" will handle any protests/category changes at the awards ceremony. Award ceremony will take place at approximately 11:15 a.m. • Develop and coordinate awards ceremony (sound, awards, etc.) • Announce winners at awards ceremony • Contact for sound system at stage I. Banner/Signage Management • Confirm supplies/signage etc. for finish line and surrounding areas • Work with each section's coordinators on banner placements and esthetics J. Hospitality/Logistics Coordinator Coordinate the following as negotiated: Athlete Finish Line Food • Coordination of hospitality volunteers • Solicitation of and set- up of finish line food donations > Fruit > Yogurt > Water > Bagels/Bread > Juice • Work with Volunteer coordinator on food for volunteers • Confirm/Order supplies for hospitality area • Hang and display banners once locations and sites are approved by the City of Carlsbad Trash Removal/Port-a-potties • Coordinate volunteers for trash removal • Order and confirm trash dumpster and boxes, and port-a-potties • Coordinate and monitor supplies (bags, gloves, trash pickers, etc.) • Keep trash sorted by recycle vs. non-recycle trash City Attorney Approved Version #05.22.01 • Coordinate final walkthrough with Recreation staff (Bonnie or Rachael) of event footprint to ensure no trash is left on course prior to dismissing volunteers. Storm drain covers • Coordinate volunteers/staff for covering necessary storm drains along route K. Course Coordinator • Course Monitor Swim • Coordinate swim course safety personnel with State Parks and Rec. • Arrange for paddlers 'swim buddies' for special needs athletes and youth • Measure and mark swim course • Inventory and order buoys as needed Beach • Coordinate race start area on beach • Provide adequate volunteers for controlling the start waves and fencing/barriers to make a start corral area • Confirm supplies for beach area • Hang and display banners once locations and sites are approved by the City of Carlsbad • Work with timing staff on accurate wave start times • Coordinate VIP assistance with race start • Coordinate swim finish chute Body Marking • Coordinate body marking volunteers • Coordinate body marking area • Order and coordinate supplies/signage etc. for body marking area Transition • Manage transition area volunteers • Confirm supplies for transition area • Hang and display banners once locations and sites are approved by the City of Carlsbad • Coordinate with timing company and bike rack contact for proper set-up • Coordinate with course coordinator on fencing drop off • Contact and coordinate with bike rack contact for bike rack drop off/set up • Work with registration coordinator on rack swim cap colors • Confirm and pick-up/return small radio/walkie talkies Bike • Coordinate with traffic control company pre-race and event weekend • Confirm supplies for bike course • Hang and display banners once locations and sites are approved by the City of Carlsbad • Patrol bike course during race • Coordinate bike course volunteers City Attorney Approved Version #05.22.01 Run • Confirm supplies for run course • Hang and display banners once locations and sites are approved by the City of Carlsbad • Coordinate fencing drop-off/pick-up • Coordinate with traffic control company pre-race and event weekend • Patrol run course during race • Coordinate run course volunteers Course Motorcycles Assist the City of Carlsbad with the following as negotiated: • Assist with arranging for course motorcycles (2) • Lead Bike • Last Person L. Safety/Water Stations • Coordination and set-up/tear down course aid stations (water, minor first aid supplies) > Transition aid station > Run course @ Pine > Run course @ Tamarack > Run course @ run turn around • Coordination and set-up/tear down Finish Line aid station (water, medical services) > Medical personnel > Water/Warm fluids > Ice > General medical supplies > Communication person • Coordinate medical volunteers • Confirm supplies and signage for medical • Assist with the coordination of communications with fire paramedic • Hang and display banners once locations and sites are approved by the City of Carlsbad M. Communications Coordinate the following as negotiated: • Event MOTOROLA radios contact/set up/monitoring with Main communications contact • Communications training • Communications check out/check in • Medical Contact (Police, Fire) II. EQUIPMENT "SPECTRUM SPORTS MANAGEMENT LLC" will provide all necessary equipment for the Triathlon including: timing and results postings, including clock for finish line, results tent and City Attorney Approved Version #05.22.01 10 boards, timing trailer and tent, cones and tape for finish chutes, power for timing equipment placed within the transition area, and backup power for the finish line area. III. ADDITIONAL SPECIFICATIONS "SPECTRUM SPORTS MANAGEMENT LLC" will submit proof of a valid Carlsbad Business License, proof of Liability Insurance and proof of valid Worker's Compensation insurance (if "SPECTRUM SPORTS MANAGEMENT LLC" employs staff as opposed to contractors). "SPECTRUM SPORTS MANAGEMENT LLC" will attend event-planning meetings as agreed upon by both parties in the months prior to the event and debriefing meeting after the event. IV. Budget Expenses: • The City of Carlsbad will pay "SPECTRUM SPORTS MANAGEMENT LLC" $30,000 for the above services. The $30,000 fee includes all travel & additional expenses of "SPECTRUM SPORTS MANAGEMENT LLC". No reimbursable or "a la carte" items are permitted without prior approval. • The City of Carlsbad will pay 100% of event expenses per the approved budget. In addition, the City will cover the hotel expenses not to exceed the amount of $1,300.00, • 20% of sponsorships will be paid to "SPECTRUM SPORTS MANAGEMENT LLC" as approved by the City Revenue: • All revenue will be processed through the City of Carlsbad. • 80% of sponsorships obtained by "SPECTRUM SPORTS MANAGEMENT LLC" will be paid to the City of Carlsbad as approved by the City • 100% of sponsorship obtained by the City of Carlsbad will be paid to the City of Carlsbad • 80% of vendor fees obtained by "SPECTRUM SPORTS MANAGEMENT LLC" will be paid to the City of Carlsbad as approved by the City. • 100% of vendor fees obtained by the City of Carlsbad will be paid to the City of Carlsbad • 100% of logowear will be paid to the City of Carlsbad 100% of entrance fees, including packet pick-up will be paid to the City V. The City of Carlsbad may provide and staff: Logowear Sales Booth • Coordinate, stock and staff Logowear sales booth City Attorney Approved Version #05.22.01 11 AGREEMENT FOR CARLSBAD TRIATHLON EVENT PRODUCER SERVICES Spectrum Sports Management LLC THIS AGREEMENT is made and entered into as of the M> day of by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), Spectrum SpQrts Management LLC. an Event Producer ("Contractor"). RECITALS A. City requires the professional services of an Event Producer that is experienced in producing Triathlons and Health Expos. B. Contractor has the necessary experience in providing professional services and advice related to 2008 Carlsbad Triathlon. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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. 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 one year from the date first above written. The City Manger may amend the Agreement to extend it for two additional one year periods or parts thereof in an amount not to exceed thirty thousand dollars ($30P000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF. THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5 COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty thousand dollars ($30.000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version #1 1.28.06 1 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 directly 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 hi the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors hi connection with the Services. 9. 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 attorneys 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 early termination of this Agreement. City Attorney Approved Version #11.28.06 10. 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-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the 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. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single- limit per occurrence for bodily injury, personal injury and property damage. If the 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. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the 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. City Attorney Approved Version #11.28.06 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. 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. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: XT r» • T r?n- ** Address 3096 Harding StreetName Bonnie L. Elliott e ™ u * A A, Carlsbad. CA 92008Title Recreation Area Manager * ™ ^ *r. c D * Phone No. 760-602-7515Department Comm. Srvc. - Recreation ^ f~ , , . Phone No. 760-434-7287City of Carlsbad City Attorney Approved Version #11.28.06 For Contractor: "Spectrum Sports Management LLC7 Name Mike Bone Title President/Managing Member Address 2058 N. Mills Avenue. #454 Claremont CA 91711 Phone No. 909-399-3553 Office) Phone No. 909-268-4542 (cell) Phone No. 909-399-9779 (fax) 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. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, mat Contractor will file with the City an affidavit disclosing this interest. 17. 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 regulations. Contractor will be aware of the requirements of the 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 that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. City Attorney Approved Version #11.28.06 19. 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 resolution within ten (10) business days. If the resolution 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 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 upon the parties involved, although nothing hi this procedure will prohibit the parties from seeking remedies available to them at law. 20. 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 work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained hi this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City hi having the Agreement completed. 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 hi 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 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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 of this Agreement. For breach or violation of this 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 otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. City Attorney Approved Version #11.28.06 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the 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 et 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. 23. JURISDICTIONS 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. 24. 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 or 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. 25. 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 writing signed by both parties. City Attorney Approved Version #11.28.06 26. 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 (e- (sign here) mail address) CITY O corporal (print name/title) ffi<2-e.4-r-c/ H mail address; **By: (sign here) (print name/title) j£.ch LORRAINE M. WOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be 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 officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorny City Attorney Approved Version #11.28.06 CALIFORNIA i JLL PURPOSE ACKNOWLEDGMENT State of California County of Los Angeles 200 1 before me, M. Hayward, Notary Public, personally / _ 'appeared _ personally known to me - or - vftroved to me on the basis of satisfactory evidence to be the personC$whose name(£)js/aFe subscribed to the within instrument and acknowledged to me thatjie/sbe/they^xecuted the same injTisjth^tteif-authorized capacity(ies)> and that by bis/hetfftetr signaturej-on the instrument the personj^), or entity upon behalf of which the personfaj acted, executed the instrument. WITNESS my hand and official seal M. HAYWARD Commission # 1504211 D3 Notary Public - California Los Angeles County My Comm. Expires Jul 27, s uounry r ss Jul 2 7,2008 fr Though the information below is not required! by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form So another document Description of Attached Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signerfc) Signer's name: (VU^W- P^jwe^ Signer's name: Individual [^Corporate Officer Titie(s). Partner ~ Li Attomey-in-Fact Trustee Guardian or Conservator _ Other Signer is Representing: Individual Corporate Officer _Tltie(s) Partner -- Limited General Attorney-in-Fact Trustee Guardian or Conservator _ Other Signer is Representing: ' EXHIBIT "A" SCOPE OF SERVICES CITY OF CARLSBAD TRIATHLON ("CITY") 2008 I. "SPECTRUM SPORTS MANAGEMENT LLC" will provide the following services for the Carlsbad Triathlon, scheduled for July 13th, 2008: • Develop a process design and time line acceptable to the City's Recreation Department to achieve the outcome specified below: Produces a race that covers all costs with race revenue • Plan and oversee implementation of the Triathlon event (More detailed information is described below). • Work with the Recreation Department to coordinate logistics and other details entailed in implementation of the event, as agreed upon by both parties. • Provide facilitation of the event. • Provide and develop timeline acceptable to the City's Recreation Department for the triathlon including planning, outreach to the community, budget submissions, milestones, etc. • Provide a business plan for the race series and proposed financial plan: i.e. how are you going to make money; what are the fees and expenses • Provide a post-event report summarizing the consultant's observations, comments and recommendations, the process design, event activities, and implementation plans. The Consultant will present this report to the Recreation Department or designee(s) following the event at a debriefing meeting held in Carlsbad. A. Plan and oversee implementation of the Triathlon event: 1. Race Coordinator • Responsible for pre event development and set up • Event coordination • Provide bids and recommendations for purchasing of supplies. • Negotiate contracts and agreements with approval of the City of Carlsbad Recreation Department • Provide insurance per the City of Carlsbad's Risk Management • Source and hire security • Obtain necessary permits/maps/permission as agreed upon by both parties. > Traffic Control Plan > Letters to residents & Businesses re. event & street closures (distributed 2 weeks before event) > Race Course Map > Transition Area Map > Expo Area Map- Saturday > Expo Area Map- Sunday City Attorney Approved Version #04.01.02 > Restroom & Roll-Off Dumpster Placement Map • Monitor and manage budget, as approved by the City of Carlsbad Recreation Department • Monitor supplies ordering 2. Timing Recommend and retain a timing company that will provide the following - a. Split Chip Timing • Calculated split times for the swim. • Calculated split times for the bike, to include both transition times. • Calculated split times for the run. • Ranks for swim, bike and run splits. • In addition to the above times, additional information that will appear on the final results: 1. Class place 2. Overall place 3. Bib number 4. Age 5. Sex 6. Results will be organized by age categories or special category (i.e. Pro, Clydesdale). b. Finish Line/Chip Timing These results will contain the following information: • Class place • Overall place • Bib number • Entrant name • Age • Sex • Calculated finish time • Results will be organized by age categories or special category (i.e. Clydesdale). If any changes/additions are made to the results, they will be posted immediately after the change has been made. Results during this posting time are labeled "unofficial". 15 minutes prior to the awards ceremony results will then be labeled "official". These results will then be posted and the awards ceremony may begin to take place. Results (finish times only) will be delivered/faxed/emailed to the necessary press representatives on race day (before awards ceremony to those press that are present at event). City Attorney Approved Version #04.01.02 •in 3. Sponsorship • Solicitation of sponsors • Negotiate contracts and agreements with approval of the City of Carlsbad Recreation Department • In-kind product sponsors will only be considered sponsors if they reduce the budget expenses or with approval of the City of Carlsbad 4. Registration/Athlete Management a. Registration • Receive all registration directly from entrants via mail-in and Active.com. • Act as liaison with Active.com, and be capable of directly accessing and implementing requested changes to the Carlsbad Triathlon pages within Active.com, as approved by "CITY." • For online entries, all fees will be made payable to "City of Carlsbad" and sent directly to our office by Active.com. Address where checks should be sent is: 3096 Harding Street, Carlsbad, CA 92008. • For mail-in entries received, all fees will be made payable to "CITY OF CARLSBAD". Entries will be sent to and processed by "SPECTRUM SPORTS MANAGEMENT LLC". Credit cards and checks needing to be processed will be sent to the "City of Carlsbad" each month. • Collect all declined credit cards and bad or cancelled checks. "SPECTRUM SPORTS MANAGEMENT LLC" will send a monthly report with all checks to the City of Carlsbad. Address where checks should be sent is: 3096 Harding Street, Carlsbad, CA 92008. The report will specify the person's name, address, phone number, check number and amount paid with a total included. Spectrum Sports Management will also upload this information to the Active.com web-site and at the conclusion of the race provide an updated data base with all of the particular information. "SPECTRUM SPORTS MANAGEMENT LLC" will handle all calls from entrants. Within one week following the event, "SPECTRUM SPORTS MANAGEMENT LLC" will provide an email attachment with a complete list of entrants with full addresses in Excel format, for our mailing list. b. Packet Pickup "SPECTRUM SPORTS MANAGEMENT LLC" may be asked to hold a briefing the day before or the morning of packet pickup. "SPECTRUM SPORTS MANAGEMENT LLC" will provide staff members for packet pickup before the race. These "SPECTRUM SPORTS MANAGEMENT LLC" staff members will oversee pre-registration pickup and will handle all on-site registration and any registration issues or problems. City Attorney Approved Version #04.01.02 11 • Provide adequate volunteers for registration pickup during packet pick-up periods. • Handle all athlete concerns with the assistance of the City of Carlsbad 5. Health Expo • Solicitation of Expo vendors, speakers, entertainers (sportswear, health professionals, sport equipment, food, etc.) • Set Up/Strike Down coordination • Monitor business licenses/insurance/health codes • Volunteer/Sales Coordinator • Assist the City of Carlsbad with the following: 6. Volunteer Management Assist the City of Carlsbad with the following as negotiated: • Organize volunteer "thank you" gifts and t-shirts • Organize and assign volunteers to appropriate race area • Oversee volunteer check-in booth • Communicate with committee members regarding volunteer specifics • Set up and stock volunteer/staff refreshment area • Assist with the development of the volunteer meeting 7. Public Relations Assist the City of Carlsbad with the following as negotiated: a. Media Liaison • Assist with the Pre Event/Event Media Contact • Assist with the Press releases and packets b. Photography • Solicitation of race photographer • Negotiate contract and agreement with approval of the City of Carlsbad Recreation Department c. Marketing • Establish marketing of event in all medias with approval of the City of Carlsbad • Responsible for pre event set up • Sponsorship marketing per agreements d. Race Announcer • Solicitation of race announcer • Coordinate race information for announcer • Contact for sound system at finish line City Attorney Approved Version #04.01.02 • Negotiate contract and agreement with approval of the City of Carlsbad Recreation Department 8. Awards Ceremony "SPECTRUM SPORTS MANAGEMENT LLC" will provide the announcer with an awards printout (listing the top 5 only in each division) for the ceremony. "SPECTRUM SPORTS MANAGEMENT LLC" will handle any protests/category changes at the awards ceremony. Award ceremony will take place at approximately 11:15 a.m. • Develop and coordinate awards ceremony (sound, awards, etc.) • Announce winners at awards ceremony • Contact for sound system at stage 9. Banner/Signage Management • Confirm supplies/signage etc. for finish line and surrounding areas • Work with each section's coordinators on banner placements and esthetics 10. Hospitality/Logistics Coordinator Assist the City of Carlsbad with the following as negotiated: a. Athlete Finish Line Food • Coordination of hospitality volunteers • Solicitation of and set- up of finish line food donations • Work with Volunteer coordinator on food for volunteers • Confirm/Order supplies for hospitality area • Hang and display banners once locations and sites are approved by the City of Carlsbad b. Trash Removal/Port-a-potties • Coordinate volunteers for trash removal • Order and confirm trash dumpster and boxes, and port-a-potties • Coordinate and monitor supplies (bags, gloves, trash pickers, etc.) • Keep trash sorted by recycle vs. non-recycle trash 11. Course Coordinator a. Swim • Coordinate swim course safety personnel with State Parks and Rec. • Arrange for paddlers 'swim buddies' for special needs athletes and youth • Measure and mark swim course • Inventory and order buoys as needed City Attorney Approved Version #04.01.02 b. Beach • Coordinate race start area on beach • Provide adequate volunteers for controlling the start waves and fencing/barriers to make a start corral area • Confirm supplies for beach area c. Transition • Manage transition area volunteers • Coordinate with timing company and bike rack contact for proper set-up • Coordinate with course coordinator on fencing drop off • Contact and coordinate with bike rack contact for bike rack drop off/set up d. Bike • Coordinate with traffic control company pre-race and event weekend • Patrol bike course during race • Coordinate bike course volunteers e. Run • Confirm supplies for run course • Hang and display banners once locations and sites are approved by the City of Carlsbad • Coordinate fencing drop-off/pick-up • Coordinate with traffic control company pre-race and event weekend • Patrol run course during race • Coordinate run course volunteers f. Course Motorcycles Assist the City of Carlsbad with the following as negotiated: • Assist with arranging for course motorcycles (3) • Lead Male • Lead Female • Last Person 12. Safety/Water Stations • Coordination and set-up/tear down course aid stations (water, minor first aid supplies) > Transition aid station > Run course @ Pine > Run course @ Tamarack > Run course @ run turn around • Coordination and set-up/tear down Finish Line aid station (water, medical services) > Medical personnel > Water/Warm fluids City Attorney Approved Version #04.01.02 -M > Ice > General medical supplies > Communication person • Assist with the coordination medical volunteers • Confirm supplies and signage for medical • Assist with the coordination of communications with fire paramedic • Hang and display banners once locations and sites are approved by the City of Carlsbad B. EQUIPMENT "SPECTRUM SPORTS MANAGEMENT LLC" will provide all necessary equipment for the Triathlon. C. ADDITIONAL SPECIFICATIONS "SPECTRUM SPORTS MANAGEMENT LLC" will submit proof of a valid Carlsbad Business License, proof of Liability Insurance and proof of valid Worker's Compensation insurance (if "SPECTRUM SPORTS MANAGEMENT LLC" employs staff as opposed to contractors). "SPECTRUM SPORTS MANAGEMENT LLC" will attend event-planning meetings as agreed upon by both parties in the months prior to the event and debriefing meeting after the event. II. "THE City of Carlsbad" will provide the following services for the Carlsbad Triathlon, scheduled for July 13th, 2008: A. Obtain necessary permits/maps/permission as agreed upon by both parties. • Health Permit • City of Carlsbad Special Event Permit • City of Encinitas Special Event Permit • State of CA. Dept. of Parks & Recreation Special Event Permit • Fire Permit • Room Rental Permits for meetings B. Coordinate, stock and staff Logo wear sales booth C. Maintain City Triathlon Website • Post official finish times with complete results with all split times by 3:00 pm on the Monday following the race. • Post confirmation list of all entrants, updated monthly once the first entry is received and weekly beginning in May. D. Payment processing • Process credit cards and checks for mail-in entries each month when received by "SPECTRUM SPORTS MANAGEMENT LLC". City Attorney Approved Version #04.01.02 • Notify "SPECTRUM SPORTS MANAGEMENT LLC" of all declined credit cards and bad or cancelled checks for them to collect. E. Communications • Event MOTOROLA radios contact/set up/monitoring with Main communications contact • Communications training • Communications check out/check in • Medical Contact (Police, Fire) F. Volunteer Management • Work with City Volunteer Coordinator • Market volunteer program III. Budget A. Expenses: • The City of Carlsbad will pay "SPECTRUM SPORTS MANAGEMENT LLC" $30,000 for the above services. The $30,000 fee includes all travel & additional expenses of "SPECTRUM SPORTS MANAGEMENT LLC". No reimbursable or "a la carte" items are permitted without prior approval. > Payments will be made as follows: $10,000 upon signing; $10,000 due on or before April 1st; $5,000 due on or before June 1st; $5,000 due within ten days of the conclusion of the race. • The City of Carlsbad will pay 100% of event expenses per the approved budget • 20% of sponsorships and expo booth sales will be paid to "SPECTRUM SPORTS MANAGEMENT LLC" as approved by the City B. Revenue: • 80% of sponsorships and expo booth sales will be paid to the City of Carlsbad as approved by the City • 100% of logowear will be paid to the City of Carlsbad • 100% of entrance fees, including packet pick-up will be paid to the City City Attorney Approved Version #04.01.02