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HomeMy WebLinkAboutContracts & Agreements_138-2010_CCv0001.pdf AGREEMENT FOR SUPERVISION AND OPERATION OF AN ADULT SOFTBALL LEAGUE This agreement for the supervision and operation of an adult softball league ("Agreement") is made and entered into this 7th day of September, 2010 ("Effective Date") by and between the City of Redlands, a municipal corporation (hereinafter "City") and Major League Softball, Inc., a California corporation (hereinafter "Contractor"). City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, Contractor has expressed an interest in conducting the Adult Softball League for City's Recreation Division; and WHEREAS, Contractor has represented to City that it has the requisite experience, special knowledge and professional expertise similar to others in the recreation industry who conduct adult softball leagues; NOW, THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and Major League Softball, Inc. agree as follows: AGREEMENT Section 1. Services. A. City hereby engages Contractor to supervise and operate the Adult Softball League for City's Recreation Division (the "Services"). The Adult Softball League shall be conducted at the Clement and Orangewood softball fields Iocated in the City of Redlands. Contractor shall determine the method, details and means of performing the Services, and shall advise City of the same prior to the provision of any Services by Contractor. Contractor shall perform the Services to the best of its ability and in an efficient, safe and competent manner. B. The Services may be scheduled by Contractor for any times, during week days, depending upon the availability of the Clement and Orangewood Softball fields_ C. As compensation for providing the Services, Contractor shall register and collect registration fees from participants in the Adult Softball League. Contractor shall pay to City thirty percent(30%) of all fees collected, no later than fourteen (14) City business days after the third game of the Adult Softball League season. Contractor shall retain seventy percent(70%)of the fees collected. Contractor shall be responsible for return payment of one hundred percent (100%0) of the fees paid by a participant in connection with any refund made to the participant. City shall have no obligation for refunds. CADcx:uments and Setdngs\dschottlLocal SettingsUemporary Intemet Files\OLK7 I Waior League Softball Inc,doc 1 I Section 2. Independent Contractor. It is the expressed intention of the Parties that Contractor is, and shall remain during the term of this Agreement, an independent contractor and not be deemed an employee or agent of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City. The Parties acknowledge and agree that neither Contractor nor its employees or agents, shall be deemed City employees for State tax, Federal tax, or any other purpose. Section 3. Business License Contractor shall obtain a City of Redlands business license as a pre-condition of performing the Services. Section 4. Termination. City shall have the right to terminate this Agreement upon twenty (20) City business days prior written notice to Contractor. City shall have no liability for any claims or damages resulting to Contractor as a result of any exercise by City of its right to terminate this Agreement. Section 5. Indemnity. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees and agents, harmless from and against any and all actions, damages, losses, causes of action and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorneys' fees and other legal expenses, arising directly or indirectly from any intentionally wrongful, or negligent act or omission of Contractor and/or its employees and agents, in performing the Services. Section 6. Entire Agreement/Amendment. This Agreement represents the entire Agreement of the Parties as to the matters contained herein. Any amendment of this Agreement shall be effective only if it is in writing and signed by the Parties. Section 7. Assignment. This Agreement shall not be assigned without the prior written consent of City. Any assignment, or attempted assignment, without such prior consent, shall be null and void and, at the option of City, result in the immediate termination of this Agreement. Section 8. Insurance. Contractor shall obtain and maintain during the term of this Agreement all insurance required by this Section and shall submit to City certificates of insurance and appropriate endorsements evidencing that the insurance is in force and effect. Evidence of such insurance shall be provided to City concurrent with Contractor's execution of this Agreement. Acceptance of the certificates by City shall not relieve Contractor of any of the insurance requirements contained herein, nor decrease the liability of Contractor. A. If applicable, workers' compensation and employer's liability insurance for its employees throughout the term of this Agreement, pursuant to Labor Code Sections 1860 and 3700, and in amounts which satisfy statutory requirements. CADocumettts and Settingstdschottlt.cxal SettingATemporary Internet RICAOLK71\Major Uague Softball Inc Am 2 B. Business automobile liability coverage with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. C. Comprehensive and general liability insurance with a carrier acceptable to City in an amount not less than One Million Dollars ($1,0+00,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury. Such insurance shall not be cancelled unless thirty (30) days prior written notice is provided to City. D. Except for the workers' compensation and employer's liability insurance, City shall be named as an additional insured on all policies and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Section 9. Attorneys' Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs or other relief, be entitled to recover its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. CITY OF REDLANDS Date September �, 2t}IO Pat Gilbreath, Mayor ATTEST: Sam Irwin, City Clerk CONTRACTOR. h,a1-4— Date -7- Dave Dave Johnson, Major League Softball Inc. CADocutnents and Settingsldschott\Local SettingsUemporary Intemet Res\01-K71Wajor League 5oltball Inc,floc 3