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HomeMy WebLinkAboutCO 2026-049 - Major League Softball, Inc PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 1 of 18 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 11th day of May 2026, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and Major League Softball, Inc. (“Contractor”). RECITALS A. City and Contractor have agreed that Contractor will provide management and implementation services for the Adult Softball Program, as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Services”). B. City desires to engage Contractor to complete the Services in the manner set forth and more fully described herein. C. Contractor represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Contractor’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to perform the services described in Recital A above, including, but not limited to, marketing, registration, scheduling, and overall management of the Adult Softball Program, as more particularly set forth in Exhibit “A”, attached hereto and incorporated herein by this reference. The nature, scope, and level of the services to be performed by Contractor as set forth in Exhibit “A” are referred to herein as the “Services.” In the event of any inconsistency between Exhibit “A” and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City the Contractor will promptly meet with City staff to discuss any revisions to the Services desired by the City. Contractor agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Contractor’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Contractor by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s Manager without amendment. 1.3 Time for Performance. Contractor shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of City of Rancho Cucamonga CONTRACT NUMBER 2026-049 Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 2 of 18 performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “B”. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be five (5) years and shall become effective as of the date of the mutual execution by way of both parties signature (the “Effective Date”). No work shall be conducted; services or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. 2.1 Parties shall have the option to renew in one‑year increments, up to three (3) additional years, for a maximum total contract term of eight (8) years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance with all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. Contractor shall pay City as set forth in Exhibit “A”. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. 4. Method of Payment. 4.1 Invoices. Contractor shall submit to City seasonal payments for the services performed pursuant to this Agreement. The payment reports shall describe in detail the total revenue taken in by Contractor for Rancho Cucamonga Adult Softball Leagues, including the number of residents and non-residents, and the percentage Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 3 of 18 breakdown defining payment as referenced in Exhibit A. Any such request for extra services shall include appropriate documentation of prior authorization of such services. 4.2 City shall review such payment reports and notify Contractor in writing within ten (10) business days of any disputed amounts. 4.3 Contractor shall pay all undisputed payment reports by no later than thirty (30) calendar days after the conclusion of the respective season. 4.4 All records, payment reports, cost control sheets and other records maintained by Contractor relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City representative shall be the Community Services Department representative, or such other person as designated in writing by the City (“City Representative”). It shall be Contractor’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Contractor shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Contractor Representative. For the purposes of this Agreement, Dave Johnson, MLS Inc. President is hereby designated as the principal and representative of Contractor authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Contractor’s Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Contractor’s Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Contractor’s Representative shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. Contractor may not change the Responsible Principal without the prior written approval of City. 6. Contractor’s Personnel. 6.1 All Services shall be performed by Contractor or under Contractor’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 4 of 18 6.2 Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Contractor shall be responsible for payment of all employees’ and subcontractors’ wages and benefits and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Contractor shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Contractor’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Contractor in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City. Upon payment being made and provided Contractor is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Contractor under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Contractor. In the event of the return of any of the Work Product to Contractor or its representative, Contractor shall be responsible for its safe return to City. Under no circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Contractor and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Services, shall be at City’s sole risk. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 5 of 18 7.2 Assignment of Intellectual Property Interests. Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Contractor shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Services themselves, and Contractor shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Services or any aspect of the Services. 7.3 Title to Intellectual Property. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non-infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 6 of 18 independent contractor relationship created by this Agreement. Contractor shall fully comply with the Workers’ Compensation law regarding Contractor and Contractor’s employees 9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor’s covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Contractor from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Contractor to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 10.2 Contractor further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Contractor has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 7 of 18 if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold the City and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, the "Indemnitees"), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collective, "Claims"), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, employees, subcontractors, contractors, clients, customers, participants or agents to the extent that such Claims (including death or injury to any person or property) arise out of, pertain to, or relate to Contractor's services as defined in Exhibit A, or any agreed upon addendum or modification in the described Scope, during the performance of this Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in the Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the indemnitees. 11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.3 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor. 11.4 Requirement of Participant Waiver of Liability. Contractor shall require each player to sign a waiver of release of liability to indemnify and hold the City and its Indemnitees free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collective, "Claims"), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 8 of 18 to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, employees, subcontractors, contractors, clients, customers, participants or agents to the extent that such Claims (including death or injury to any person or property) arise out of, pertain to, or relate to Contractor's services as defined in Exhibit A, or any agreed upon addendum or modification in the described Scope, during the performance of this Agreement. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 12.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 12.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 12.2.3 Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. 12.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: 12.3.1 Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. 12.3.2 Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 9 of 18 12.3.3 Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. 12.3.4 The Insurance obligations under this Agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum Insurance coverages and limits shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. 12.5.1 The commercial general liability and any automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; and/or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 12.5.2 For any claims related to this Agreement, Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be in excess of Contractor’s insurance and shall not contribute with it. 12.5.3 Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 10 of 18 12.5.4 Contractor shall provide immediate written notice if (i) any of the required insurance policies is terminated; (ii) the limits of any of the required policies are reduced; (iii) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor’s sole cost and expense. 12.5.5 Each insurance policy required by this clause shall expressly waive the insurer’s right of subrogation against City, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. 12.5.6 Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California, and which is rated A: VII or better according to the most recent A.M. Best Co. Rating Guide. 12.5.7 Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. 12.5.8 Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. 12.5.9 Contractor shall provide any and all other insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Contractor shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker’s Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Contractor commences performance. If performance of this Agreement shall extend beyond one year, Contractor shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 11 of 18 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor’s work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub-subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation that City might require. City shall compensate Contractor for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. 14.1 City Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than thirty (30) days prior written notice to Contractor. In the event City exercises its right to terminate this Agreement, City shall pay Contractor for any services satisfactorily rendered prior to the effective date of the termination, provided Contractor is not then in breach of this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate due to a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. 14.2 Contractor Termination. Contractor may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: 14.2.1 Uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; and 14.2.2 Material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (i) the day of delivery if delivered by hand or overnight courier service during Contractor’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 12 of 18 mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: Celeste Medrano, CSD Supervisor City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Contractor: Dave Johnson, President Major League Softball, Inc. 371 East River Avenue Orange, CA 92866 Trevor Johnson, Managing Director Major League Softball, Inc. 621 East Walnut Avenue Burbank, CA 91501 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Contractor’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 13 of 18 18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and compliance with other requirements on “Public Works” and “Maintenance” Services. If the Services are being performed as part of an applicable “Public Works” or “Maintenance” Services, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services, available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Services site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 14 of 18 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Major League Softball, Inc. By: ______________________________ Signature Date ______________________________ Title City of Rancho Cucamonga By: ________________________________ Signature Date ________________________________ Title By: ______________________________ Signature Date ______________________________ Title (two signatures required if corporation) Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 5/9/2026 | 9:35 AM PDT President Managing Director 5/11/2026 | 4:42 PM PDT CSD Director 5/11/2026 | 5:52 PM PDT PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 15 of 18 EXHIBIT A SCOPE OF SERVICES Major League Softball, Inc. will be responsible for the programming, management, and execution of the Adult Softball Program for the City of Rancho Cucamonga. Pursuant to the list below, Major League Softball will execute the following responsibilities: Major League Softball, Inc. Responsibilities: Program Marketing. Contractor shall be responsible for marketing and promoting the Program. Website Management. Contractor shall host, maintain, and regularly update the MLS Program website. Collection of Program Fees. Contractor shall collect all fees associated with the Program and shall timely deposit all such funds in accordance with applicable accounting procedures. Accounting and Royalty Payments. Contractor shall maintain a complete and accurate accounting system for the Program and shall calculate and remit seasonal royalty payments in accordance with the percentages set forth in this Agreement. Non-Resident Fees. Contractor shall collect and remit non-resident fees to the City each season as a payment separate and apart from royalty payments. The amount of the non-resident fee shall be established by the City of Rancho Cucamonga. The current non-resident fee is Thirteen Dollars ($13.00) per participant. Contractor may retain Two Dollars ($2.00) from each non-resident fee collected. If the City increases the non-resident fee in the future, Contractor’s retained amount shall remain fixed at Two Dollars ($2.00) per non-resident fee. Business-Sponsored Team Exemption. Teams sponsored by a business located within the incorporated limits of the City of Rancho Cucamonga shall be exempt from non-resident fees for players who do not reside in the City, provided that all of the following conditions are satisfied: i. the sponsoring business maintains a valid City of Rancho Cucamonga business license; ii. league fees are paid by business check or business credit card; cash payments shall not be accepted; and iii. each player for whom the exemption is requested provides proof of current employment with the sponsoring Rancho Cucamonga business. Any player who is not employed by the sponsoring business shall be required to pay the applicable non-resident fee. Team Classification and League Formation. Contractor shall be responsible for team classification and for determining all league formations. Game Scheduling. Contractor shall prepare, publish, and post all game schedules. Customer Service. Contractor shall provide day-to-day customer service for Program participants. Umpire Assignment. Contractor shall assign umpires for all games. Equipment. Contractor shall provide all equipment necessary for Program operations, including, without limitation, balls, bases, and lineup cards. Contractor may use base boxes located onsite at the Epicenter Complex softball field dugouts. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 16 of 18 Equipment Storage. Contractor shall collect league equipment at the conclusion of games and store such equipment in the designated dugout storage box. Dugout Cleanliness. Contractor shall remove trash from the dugouts after games and dispose of it in the appropriate trash receptacles located at the facility. League Supervision. Contractor shall assign and supervise the league director or other designated league official. Awards. Contractor shall design, procure, and provide awards for first-place and second-place finishers in each league, as well as a team award for each first-place team. Official Scorers. Contractor shall provide official scorers and shall use the Major League Softball computerized scorekeeping system. Statistical Reporting. Contractor shall update all statistical data on a weekly basis on the Major League Softball website. Newsletter Distribution. Contractor shall provide a copy of the MLS weekly newsletter, “Dugout Dirt,” to all team participants. Game Cancellations. Contractor shall attempt to notify all participants of any game cancellations within two (2) hours of when the determination of a game cancellation is made. Field Playability Determinations. City staff shall have sole authority to determine field playability in the event of inclement weather, in accordance with the City’s Inclement Weather Policy regarding field closures. Meetings with City Staff. Upon the City’s request, Contractor shall promptly meet with City staff to discuss any revisions to the Services requested by the City. City Responsibilities: Field Preparation. City shall be responsible for field preparation, including dragging and lining of the fields. Landscape Maintenance. City shall be responsible for maintaining the landscaping and related grounds conditions at the facility. Utilities. City shall be responsible for all utility costs associated with the softball fields located at the Epicenter Sports Complex. Storage Boxes. City shall provide dugout storage boxes at all fields for the storage of Major League Softball (“MLS”) equipment. Renovation Scheduling. City shall schedule field renovation periods every other year and shall provide MLS with reasonable advance notice of the applicable renovation dates. Program Sponsorship. Notwithstanding Contractor’s performance of the services contemplated under this Agreement, the parties acknowledge that the Program is sponsored solely by the City, and that Contractor shall not be deemed a sponsor or co-sponsor of the Program. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 17 of 18 Royalties – Percentage of All Gross Registration Fees Collected: Royalties. The royalties due to the City shall be calculated based on the use of lighted or non-lighted fields as follows: Game Type Lighted Non-Lighted City Royalty (%) 57% 50% For purposes of calculating royalties, “Gross Registration Fees” means the total amounts charged and collected for team registrations for a given season excluding non-resident fees and taxes. Royalties apply to Gross Registration Fees only and do not apply to Non-Resident fees, which are remitted separately. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 PSA without professional liability insurance (contractor) Last Revised: 05/22/14 _________ Vendor Initials 18 of 18 Exhibit B SCHEDULE OF PERFORMANCE Field Availability: City will provide three (3) Softball fields at the Epicenter. MLS is responsible for scheduling teams each season based on number of registered teams. Fields may be available six (6) days per week: Monday through Friday and Sunday. Duration of field use per season is based on registration levels. Hours of Use: • Monday - Friday: Games may start no earlier than 6:00 p.m. • Sundays: Games may start no earlier than 8:00 a.m. • All Days: Field use must end no later than 10:30 p.m. Schedule Approval: MLS shall submit all proposed schedules to the City for review and approval prior to implementation. Calendar Year Winter Season Spring Season Summer Season Fall Season Renovations Closures 2026 January - March April - June June - October N/A October 2026 - January, 2027 No Event Closures # Weeks per Season 8 10 10 0 2027 January- March April - June July - September October - December No Field Renovations Two (2) Weeks for Faultline Festival (Fall Season) # Weeks per Season 8 10 10 8 2028 January - March April - June July - October N/A October 2028 - January, 2029 No Event Closures # Weeks per Season 10 10 10 0 2029 January - March April - June July - September October - December No Field Renovations Two (2) Weeks for Faultline Festival (Fall Season) # Weeks per Season 8 10 10 8 2030 January - March April - June July - October N/A October 2030 - January, 2031 No Event Closures # Weeks per Season 10 10 10 0 2031 January - March April - June July - September October - December No Field Renovations Two (2) Weeks for Faultline Festival (Fall Season) # Weeks per Season 8 10 10 8 Season timeline subject to change; field renovations are held every other year, beginning October of even years. Docusign Envelope ID: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: 7B8A7186-76CD-8565-80F9-87B87CFB2C14 Status: Completed Subject: CO# 2026-049 - MLS & The City of Rancho Cucamonga Source Envelope: Document Pages: 18 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 39 Jonathan Hilton AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) jonathan.hilton@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 5/6/2026 4:32:46 PM Holder: Jonathan Hilton jonathan.hilton@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Jonathan Hilton jonathan.hilton@cityofrc.us Management Analyst I City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 5/6/2026 4:46:50 PM Viewed: 5/6/2026 4:47:07 PM Signed: 5/6/2026 4:47:13 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Celeste Medrano celeste.medrano@cityofrc.us Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 5/6/2026 4:47:14 PM Viewed: 5/6/2026 5:09:03 PM Signed: 5/6/2026 5:09:21 PM Electronic Record and Signature Disclosure: Accepted: 5/6/2026 5:09:03 PM ID: 1db9a4ce-9f0a-40fb-a352-575f6ac62587 Crystal Zuniga crystal.zuniga@cityofrc.us CSD Superintendent City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 5/6/2026 5:09:22 PM Viewed: 5/6/2026 5:23:04 PM Signed: 5/6/2026 5:23:17 PM Electronic Record and Signature Disclosure: Accepted: 5/6/2026 5:23:04 PM ID: 8f1118bf-a588-4ffc-bc9e-12930b118521 David R. Johnson trevorj@mlsoftball.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.42.208.170 Sent: 5/6/2026 5:23:18 PM Viewed: 5/6/2026 9:07:23 PM Signed: 5/9/2026 9:35:18 AM Electronic Record and Signature Disclosure: Accepted: 5/6/2026 9:07:23 PM ID: b04cee58-1084-4f8c-a990-a3d0b1f55237 Signer Events Signature Timestamp Trevor Johnson trevorj@mlsoftball.com Managing Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.42.208.170 Sent: 5/9/2026 9:35:19 AM Resent: 5/11/2026 7:17:43 AM Resent: 5/11/2026 8:07:00 AM Resent: 5/11/2026 4:35:03 PM Viewed: 5/11/2026 4:41:21 PM Signed: 5/11/2026 4:42:28 PM Electronic Record and Signature Disclosure: Accepted: 5/11/2026 4:41:21 PM ID: d19ac581-8221-4ec5-a223-39c64f727d39 Nathan Hunt nathan.hunt@cityofrc.us CSD Director City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 5/11/2026 4:42:30 PM Viewed: 5/11/2026 5:51:42 PM Signed: 5/11/2026 5:52:36 PM Electronic Record and Signature Disclosure: Accepted: 5/11/2026 5:51:42 PM ID: 3f1be668-0f25-46c4-9e84-35b3c9bbebe2 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Clerk Services clerkcontracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 5/11/2026 5:52:38 PM Viewed: 5/12/2026 4:05:07 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/6/2026 4:46:50 PM Envelope Updated Security Checked 5/11/2026 8:06:59 AM Envelope Updated Security Checked 5/11/2026 8:06:59 AM Envelope Updated Security Checked 5/11/2026 8:06:59 AM Certified Delivered Security Checked 5/12/2026 4:05:07 PM Signing Complete Security Checked 5/11/2026 5:52:36 PM Completed Security Checked 5/12/2026 4:05:07 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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