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HomeMy WebLinkAboutC-8125-2 - Independent Contractor Agreement Recreation InstructorINDEPENDENT CONTRACTOR AGREEMENT RECREATION INSTRUCTOR This Independent Contractor Agreement ("Agreement") is made and entered into as of this May 13, 2017 ("Effective Date") by and between the City of Newport Beach, a California municipal corporation and charter city ("City'), and BEACH CITY LIFE, INC, a California corporation doing business as ("DBA") BEACH CITY SPORTS ("Contractor'), to provide the classes or programs in ADULT SPORTS ("Program") hereby agreed upon, as scheduled and described in the Newport Navigator and/or OASIS News, which is incorporated herein by reference, and as approved in writing by City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on May 12, 2019, unless terminated earlier as provided herein. 2. COMPENSATION 2.1 In accordance with the Scope of Services attached as Exhibit A incorporated herein by reference, Contractor shall collect all resident and non-resident registration fees, when applicable, for the program that operates four (4) seasons per year. Contractor shall be responsible for all costs associated with the administration of the Program as further described in the Scope of Services attached hereto as Exhibit A. 2.2 Contractor shall set the Program session start dates in collaboration with the City. Contractor shall submit to the City a roster of participants no later than four (4) weeks after the commencement of each Program season. For league play on sand fields and courts, Contractor shall remit twenty-five percent (25%) of the collected registration fees to City, less the materials fee, no later than four (4) weeks after the start of each Program season. For league play on athletic fields with lights, Contractor shall remit thirty percent (30%) of the collected registration fees to City, minus the materials fee and non-resident fee, and Ten Dollars and 00/100 ($10.00) per non- resident enrolled, no later than four (4) weeks after the start of each Program season. 2.3 Contractor may charge an additional materials fee for league registration of up to Twenty -Five Dollars and 00/100 ($25.00) for jerseys, registration transaction fees and website administrative related expenses only. Any materials fee must be approved in advance by City and must be collected by Contractor at time of registration. BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 1 3. DUTIES OF CITY 3.1 Publicity. City shall provide publicity for the Program in the Newport Navigator (published on a quarterly basis) and/or the OASIS News (published on a monthly basis). City shall have the sole discretion to decide what information will be included in the Newport Navigator and/or the OASIS News about the Program and Contractor. Publicity may also include flyers created by City or Contractor. Contractor -created marketing materials must be approved in writing by City before distribution. 3.2 Program Facility. City shall provide a location for the Program without charging Contractor any rental fees, unless otherwise agreed in writing by the parties. Contractor will request dates and times for the Programs and City will inform Contractor if the facility is available. It is Contractor's sole responsibility to request these dates/times; City will not schedule Contractor's Programs without receiving date/time requests from Contractor. City facilities shall only be used for Programs authorized by the City under this Agreement. 4. CONTRACTOR DUTIES 4.1 Contractors. Contractor hereby certifies that it, or any subcontractor, representative or employee (collectively 'Representative" or "Representatives") who will be administering the Program or assisting in administering the Program are qualified to do so, and qualified to perform the services described above and in the Program outline submitted to City. Contractor is responsible for all Program curriculum development. Contractor is responsible for training, supervising, evaluating, scheduling, and any other requirements by law for all Representatives. Contractor warrants that it will continuously furnish the necessary personnel to provide the Program(s) as contemplated by this Agreement. Contractor and any Representative(s) shall perform the duties in accordance with the Scope of Services attached hereto as Exhibit A. 4.2 Representatives. Contractor shall provide City with the name(s), address(es) and phone number(s) of all Representatives who will be providing any services pursuant to this Agreement. All Representatives must comply with the Fingerprint and Criminal Background Check policy in Section 9. All Representatives must be able to provide proof of legal right to work in the United States. 4.2.1 Representative Approval Form. Attached as Exhibit B and incorporated herein by reference, is the Representative Approval Form ("Form"). Each Representative is required to obtain the written approval of the Recreation & Senior Services Director prior to performing any services under this Agreement. Prior to Contractor using any Representative to provide any services pursuant to this Agreement, Contractor shall submit to City a completed Form for each Representative that Contractor desires to use to provide BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 2 services pursuant to this Agreement. Contractor, at the sole discretion of City, shall remove from the Program any Representative assigned to the performance of services pursuant to this Agreement upon written request of City. 4.3 Please initial the statement that applies: )--Mill not be using Representatives. I will be using Representatives. Any completed and approved Forms shall be incorporated herein by reference. ! shall not authorize any Representative to provide services pursuant to this Agreement unless and until the Recreation & Senior Services Director has approved in writing the completed Form for that individual Representative. 4.4 Subcontracting. Contractor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement, without first obtaining prior written approval from City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. Any assignment in violation of this section shall be null and void. 4.5 Supplies/Equipment. Contractor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the Program, at Contractor's sole expense. Contractor shall also be responsible for providing, repairing, and maintaining all equipment and supplies needed for the Program in good working condition. 4.6 Anti -Discrimination Laws. Contractor agrees and certifies that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, sexual orientation or any other impermissible basis under the law, be excluded from participation in, or be denied the benefits of the services provided pursuant to this Agreement except as otherwise permitted by law. Contractor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 4.7 Program Size. Contractor shall determine the minimum and maximum number of participants required for each Program to ensure the quality and safety of the Program participants. Contractor or Representative is required to attend the first Program meeting of all Program offerings advertised in the Newport Navigator and/or OASIS News unless Contractor cancels the Program at least three (3) City business days prior to the first Program date, with the prior written approval of City. In the event of such approved cancellation, Contractor shall be responsible for informing all registered participants and refunding all registration fees to all registered participants. In the event that the minimum number of participants is not met by the first Program meeting, the Program shall be canceled and Contractor shall not BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 3 be compensated for attending the first meeting or for any canceled Program. Contractor shall not be obligated to provide any additional services in regards to the canceled Program. If the minimum number of participants is met or exceeded, the Program shall be held as scheduled (even if any of the initial participants subsequently drop the Program), subject to Section 15 of this Agreement. If the demand is such that an additional Program could be offered, it shall be taken under consideration and negotiated between City and Contractor. If Program(s) are canceled for two (2) consecutive quarters due to lack of enrollment, the Program will not be scheduled again until City determines that public demand has increased. 4.8 Absences. Contractor shall obtain permission from City one (1) week prior to any planned absence from the Program. In the event of illness, Contractor is required to notify City and participants at least twelve (12) hours prior to any Program cancellation. 4.8.1 City urges Contractor to get a substitute Representative whenever possible instead of canceling Programs. Contractor shall obtain City's prior written approval of any substitute Representative. Any substitute Representative must have completed fingerprinting and a criminal background check pursuant to Section 9 prior to teaching any Programs and must have an authorized Form on file with City. 4.9 Contact Information. Contractor is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within forty-eight (48) hours of such change. 4.10 Contractor Meeting with Recreation & Senior Services. Contractor shall attend meetings with the Recreation Sports Supervisor or his or her designee when requested and maintain an open and regular dialogue with the City and the Recreation Sports Supervisor or his or her designee regarding Program matters. 4.11 Other Requirements. Contractor shall: 4.11.1 Cooperate fully with all reasonable requests from City staff; 4.11.2 Maintain the highest degree of participant safety possible; 4.11.3 Iniuries or Damages. Immediately report to City's Project Administrator named in Section 5 below, by phone or email, any injuries as a result of Program participation, damages to the City or Program facility that could cause potential injury to a Program participant, and/or other needed maintenance repairs; 4.11.4 Clear all participants from the designated Program area at the end of Program time unless participants continue to use public City facilities for personal use without conflict with other scheduled BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 4 activities and in accordance with posted hours and availability limitations; 4.11.5 Ensure that any music or sound system is kept at levels that will not interfere with other City programs or create a public disturbance/nuisance; 4.11.6 Complete and return via email, by the date set forth by City's Project Administrator, the quarterly "Contract Program Schedule" if Contractor wishes to be a part of City's marketing materials; 4.11.7 Know facility rules and regulations and provide pertinent information (e.g., refund policy) to participants; 4.11.8 Pay a twenty dollar ($20.00) lost key/replacement fee when Contractor requests replacement key; and 4.11.9 Abide by all City policies and procedures including, but not limited to, the requirements set forth in the Newport Navigator and OASIS News and the current Contractor Handbook which is incorporated herein by reference. Contractor's signature on this Agreement signifies acknowledgement of receipt of the Contractor Handbook. 4.12 Contractor Photo ID Badge. Contractor and Representatives are required to wear a City -provided Contractor Photo ID Badge at all times while engaging in services for City. Contractor shall be required to pay five dollars ($5.00) for any lost or replacement Contractor or Representative Photo ID Badge. Contractor Photo ID Badges are distributed upon execution or renewal of the Agreement with City. 5. PROJECT ADMINISTRATOR This Agreement will be administered by the Recreation & Senior Services Department. City's Recreation Manager, or designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 6. NOTICES Unless otherwise indicated, all notices, demands, requests or approvals, including change of address notices, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. 6.1 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Recreation Supervisor BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 5 Recreation & Senior Services Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 6.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Wesam Jriesat Beach City Sports 2402 Delaware Street, #106 Huntington Beach, CA 92646 7. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement, Contractor and Representatives shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Contractor shall have the sole legal responsibility to remit all federal and state income and Social Security taxes and to provide for its own workers' compensation and unemployment insurance and that of its Representatives. Contractor also agrees to provide liability insurance as required by City and described more fully below and in Exhibit C, attached hereto and incorporated by reference. City shall not be liable for any payment or compensation in any form to Contractor other than as provided herein. City reserves the right to employ other independent contractors and contractors who teach the same or similar Programs. City shall provide Contractor with IRS Form 1099-MISC or other applicable IRS forms at the end of the calendar year for all fees paid to Contractor. 8. INSURANCE REQUIREMENTS Without limiting Contractor's indemnification of City, and prior to commencement of Programs, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C. 9. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK 9.1 Contractor and its Representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to teaching, substituting for Contractor, or assisting with any Program. Contractor and its Representatives are required to submit fees at City's cost pursuant to the administrative fee schedule (NEMC §3.36.030) to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 6 Department and the Department of Justice. Fingerprints may be required to be updated every five (5) years. 9.2 In addition, all Programs involving participants age seventeen (17) years or younger ("minors") must be taught in an open atmosphere where parents and guardians are able to observe Program instruction, if so desired. At no time may the parent or guardian of a minor be denied access to a Program. 10. TRANSPORTING OF MINOR PARTICIPANTS 10.1 Unless the Program specifically involves travel or transportation of minors to an offsite location, Contractor or its Representatives, shall not transport any minor participant by vehicle or otherwise. 10.2 If, after the conclusion of any Program session, a minor participant has not been picked up, Contractor shall make every effort to contact the minor's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Contractor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at (949) 644-3151 (Monday through Friday, 8 a.m. to 5 p.m.), or the Park Patrol Division at (949) 795-2381 (Monday through Friday, 5 p.m. to 9 p.m. and Saturday and Sunday, 9 a.m. to 5 p.m.). During all other hours, Contractor shall contact the Newport Beach Police Department Dispatch number for assistance at (949)644-3717. 11. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS All Program rosters, participant addresses and contact information, and any other such information or documents compiled by City and provided to Contractor, shall remain the property of City. Contractor shall not release such information to others without the prior written authorization by City. Contractor shall not use such information for any other purpose than that authorized by City. All Program rosters, Program participant addresses and contact information shall be used by Contractor solely for administration of Programs and performing City business. Contractor shall take reasonable steps consistent with the law to prevent distribution of such information. Contractor's obligations under this Section shall survive the termination of this Agreement. 12. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY Contractor shall not include City's name, seal, logos or insignia, or photographs of the Program site or participants, in any publicity pertaining to Contractor's services or Program in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of City and participants. 13. BUSINESS LICENSE BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 7 Newport Beach Municipal Code Chapter 5.04 provides that every business operating in the City must obtain a business license prior to conducting business in the City and pay the required business license tax. The City business license tax is an annual fee due every twelve (12) months. Contractor agrees to obtain a City business license as required by Chapter 5.04 and provide proof of compliance annually. Business license applications are available in the Revenue Division Office at Newport Beach City Hall. In certain circumstances, Contractor may be eligible to pay a reduced business license tax, which is known as an "apportioned business tax." A Declaration for Apportioned Business Tax is available in the Revenue Division Office at City Hall. A copy of the business license must be submitted with this Agreement. 14. INDEMNIFICATION 14.1 General. Contractor shall indemnify, defend and hold harmless City, its elected and appointed officers, employees, agents, volunteers, representatives, the City Council, boards and commissions and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Class or Program contemplated hereunder ("Indemnified Parties') with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Contractor, its employees, representatives, officers and agents in the course of performing services under this Agreement; however, Contractor shall not be required to indemnify City from any claim arising from the sole negligence orwillful misconduct of the Indemnified Parties. 14.2 Intellectual Property. Contractor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against City for any intentional or unintentional violation by Contractor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Contractor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the Effective Date of this Agreement. If Contractor will be providing a public performance of musical compositions or arrangements that are subject to a license held by a third party, it is the responsibility of Contractor to obtain the appropriate license to perform the material prior to the public performance. 15. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor on a prorated basis for any Programs that were actually taught by Contractor, if any, up to the effective date of termination. 16. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under the Agreement, Contractor shall submit to City in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 8 under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to all claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (California Govt. Code §§ 900 et seq.). 17. STANDARD PROVISIONS 17.1 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 17.2 Waiver. A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 17.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and Agreements of whatsoever kind or nature are merged herein. No verbal contract or implied covenant shall be held to vary the provisions herein. 17.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits attached hereto or incorporated herein, the terms of this Agreement shall govern. 17.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 17.6 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 17.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 17.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 17.9 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 9 17.10 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 17.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Harp 05� City Attorney ATTEST: Date: By: �t�u�G�� C:G(L1d r L ilani I rown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: S • 3 1 - I -A— / ra Detweilel,j reation & Senior Services Director CONTRACTOR: Beach City Life, Inc. a California corporation doing business as ("DBA") Beach City Sports Date: By; 91 J Officer Date: 5 By: Brooke M. 41loy Secretary [END OF SIGNATURES) Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page 11 EXHIBIT A SCOPE OF SERVICES PROGRAM STRUCTURE: 1.1 Contractor shall operate up to four (4) seasons of adult league play per year. Commencement dates are as follows: 1.1.1 Spring: June -August 1. 1.2 Summer: September- November 1.1.3 Fall: December- February 1.1.4 Winter: March -May 1.2 Contractor shall facilitate league play that allows each team to play at least seven (7) games, not including playoff games. time: 1.3 Adult league games shall start within the range of the following blocks of 1.3.1 Weekday Programs - 6:15 p.m. to 9:30 p.m. 1.3.2 Weekend Programs— 10:00 a.m. to 4:00 p.m. 1.4 Adult League Play on Sand Fields and Courts 1.4.1 City shall allocate location on the beach immediately west of the Balboa Pier, between Adams St and Medina Way. Summer. 1.4.2 Contractor shall not restrict public access to the beach at anytime. 1.4.3 League play is not permitted to operate on weekends during the 1.4.4 Days of play must be approved by Recreation Supervisor 1.5 Adult League Play on Athletic Fields with Lights 1.5.1 City shall allocate location on the synthetic turf fields at Bonita Creek Park 1.5.2 Contractor shall monitor use and administer rules to all program participants and spectators in the Recreation & Senior Service's Youth Sports Commission: Member Requirements & Field Allocation & Use Policy related to: (a) Field Maintenance and Modifications (b) Athletic Field Lining and Marking BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page A-1 (c) Rules and Regulations of Field Use (d) Synthetic Turf Rules and Regulations (e) Traffic and Parking (f) Public Address System Use (g) Storage and/or Concessions 1.5.3 Contractor shall not restrict public access to the park at any time. 1.5.4 League play is permitted on weekdays only. 1.5.5 All league related activities, including clean-up, must conclude by 10:30 p.m. 1.5.6 Recreation Supervisor, or designated staff, shall schedule lights based on the schedule submitted by the Contractor 2. CONTRACTOR RESPONSIBILITIES I PROVISIONS 2.1 Contractor shall promote, organize and operate the City of Newport Beach Recreation & Senior Services Department's adult league play for the following sports: • Flag Football on sand and athletic fields with lights • Kickball on athletic fields with lights • Soccer on sand fields only • Volleyball on sand courts only 2.2 Contractor, designated representatives and staff shall cooperate fully with the City's staff, including meeting with the Recreation Supervisor or designated staff, when requested, and maintaining an open and regular dialogue with the City and the Recreation Supervisor or designated staff, regarding Program matters. 2.3 Contractor shall promote the Program and provide additional marketing materials and distribution efforts including but not limited to flyers, banners, email marketing and distribution management systems. 2.4 Contractor, at their own expense, shall provide online player registration software and access to enrollment, team rosters, and schedules to Recreation Supervisor or designated staff. Contractor registration form must include liability waiver language designated by the City of Newport Beach 2.5 Contractor shall provide service to all teams including telephone customer service to handle questions and disputes involving all aspects of Program business. 2.6 Contractor shall organize and schedule all registered individuals and teams, track statistics, propose a playoff schedule, provide game schedules via Contractor's BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page A-2 website that shall be made readily available to all registered teams. Contractor shall also provide each participant with a t -shirt when materials fee is applied to the registration fee. 2.7 Contractor shall submit the game schedule for all league play to Recreation Supervisor or designated staff, at least one (1) week prior to the start of each season. Contractor is responsible for submitting any schedule revisions within twenty-four (24) hours of changes. 2.8 Contractor shall assign all officials, statisticians and scorekeepers ("Staff') to all games. Staff shall be required to be adequately trained and knowledgeable regarding the rules and play of each sport they are assigned to officiate. 2.9 Contractor shall ensure that Staff arrive at designated playing area at least ten (10) minutes prior to the scheduled game start time. 2.10 Contractor shall be responsible for all field preparation and cleanup related to game play. Field layouts must be approved in advance by Recreation Supervisor or designated staff. 2.11 Contractor shall be responsible for communicating all game related cancellations to Staff and program participants including but not limited to forfeits, maintenance and weather related field closures and inadequate staffing. 2.12 Contractor shall notify Recreation Supervisor or designated staff, of any problems regarding the assignment of game schedules, and notify Officials no later than twenty-four (24) hours prior to any scheduled game. 2.13 Contractor shall notify Recreation Supervisor or designated staff, of any on- site incidents, including but not limited to game -related injuries, disputes, and ejections, in writing within twenty-four (24) hours of occurrence. BEACH CITY LIFE, INC. DBA BEACH CITY SPORTS Page A-3 EXHIBIT B REPRESENTATIVE APPROVAL FORM PLEASE PRINT LEGIBLY CONTRACTOR NAME: REPRESENTATIVE: NAME: ADDRESS: CITY, STATE ZIP: DATE OF BIRTH: PHONE# EMAIL: SIGNATURE OF REPRESENTATIVE: DATE -------------------------------------------------- CITY USE ONLY CONTRACT #: FINGERPRINTS: O YES NO BACKGROUND: O YES O NO CLEARED CLEARED TO O YES O NO WORK PHOTO TAKEN: O YES O NO CONTRACTOR O YES O NO NOTIFIED BY EMAIL Beach City Life, Inc. dba Beach City Sports Page B-1 EXHIBIT C INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Program VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City Risk Manager. 3. Coverage Requirements. 3.1 Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 3.1.1 Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers, representatives, the City Council, boards and commissions, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Class or Program. 3.1.2 In the event Contractor has no employees requiring Contractor to provide Workers' Compensation insurance, Contractor shall so certify to City in writing prior to City's execution of this Agreement. 3.2 General Liability Insurance. Contractor shall maintain commercial general liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. Beach City Life, Inc. dba Beach City Sports Page C-1 3.2.1 Contractor shall have the option of purchasing liability coverage through the City of Newport Beach's Special Event insurance program, or through Southern California Municipal Athletic Federation ("SCMAF") or providing its own coverage. If Contractor elects to obtain its own coverage, said coverage must be as outlined in this Exhibit. 3.2.2 Please initial the statement that applies: OPContractor shall provide a copy of the General Liability Insurance with Additional Insured Endorsement that meets the requirements contained herein. Contractor shall utilize City -provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will pay all required fees billed on a quarterly basis by City. I have reviewed the Contractor Handbook for complete information. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile insurance Liability. 3.3 Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, employees, agents, volunteers, representatives, the City Council, boards and commissions, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Class or Program or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. 4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its elected and appointed officers, employees, agents, volunteers, Beach City Life, Inc. dba Beach City Sports Page C-2 representatives, the City Council, boards and commissions, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Class or Program shall be included as insureds under such policies. 4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days' notice of cancellation (except for nonpayment for which ten (10) days' notice is required) or nonrenewal of coverage for each required coverage. 4.5 Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: 5.1 Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by the City Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving Contractor sixty (60) days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. 5.3 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. 5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not Beach City Life, Inc. dba Beach City Sports Page C-3 intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. 5.6 City Remedies for Non Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. 5.7 Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 5.8 Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Beach City Life, Inc. dba Beach City Sports Page C-4