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HomeMy WebLinkAboutC-7125-1 - Service Agreement for Soccer Referee ServicesN T U SERVICE AGREEMENT WITH ORANGE COUNTY SOCCER REFEREE'S ASSOCIATION (OCSRA) FOR SOCCER REFEREE SERVICES THIS SERVICE AGREEMENT ("Agreement") is made and entered into as of this 1st day of August, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ORANGE COUNTY SOCCER REFEREE'S ASSOCIATION (OCSRA), a California corporation ("Contractor"), whose address is 8136 Naples Lane, Anaheim Hills, California 92808, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is an affiliated member of the Cal South Referee Association whose members are certified and registered with the United States Soccer Federation ("USSF"). C. City desires to engage Contractor to provide, assign and schedule registered and certified USSF soccer referees for the 2017-2018, 2018-2019, and 2019-2020 Adult Soccer League seasons ("Project"). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. E. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2020, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services"). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow community professional standards within the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances, in performing the Services required hereunder. 2.2 Contractor shall perform all Services required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a per game basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Nineteen Thousand Dollars and 001100 ($119,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Services performed the preceding month. Contractor's bills shall include the name of the person who performed the Services, a brief description of the Services performed and/or the Orange County Soccer Referee's Association (OCSRA) Page 2 specific game, date and time to which it relates. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice to City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Services performed without the prior written authorization of City. As used herein, "Extra Services" means any Services that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Services shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Ed Kirshner to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Recreation & Senior Services Department. City's Recreation Supervisor 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. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Services schedule. Orange County Soccer Referee's Association (OCSRA) Page 3 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Services, Contractor certifies that the Services conform to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.2 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Services promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Services on the Project, or the Services of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, Orange County Soccer Referee's Association (OCSRA) Page 4 a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Services in a manner to minimize public inconvenience and possible hazard, to restore other Services areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Services by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR 10.1 It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Services are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Services, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Services or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. Orange County Soccer Referee's Association (OCSRA) Page 5 10.2 Contractor agrees and acknowledges that no individual performing Services or Work pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CaIPERS member. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Services to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Services, 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, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Services on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and Orange County Soccer Referee's Association (OCSRA) Page 6 omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Services performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Additionally, all material posted in cyberspace by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents, including all logins and password information to City upon prior written request. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Services, data, Documents, proceedings and activities related to the Orange County Soccer Referee's Association (OCSRA) Page 7 Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Services as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Services performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, 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. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Recreation Supervisor Recreation & Senior Services Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Orange County Soccer Referee's Association (OCSRA) Page 8 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Robert Wood, President Orange County Soccer Referee Association (OCSRA) 8136 Naples Lane Anaheim Hills, CA 92808 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this 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 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 any 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 (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). Orange County Soccer Referee's Association (OCSRA) Page 9 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 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. In addition, all Services prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 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 agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 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. Orange County Soccer Referee's Association (OCSRA) Page 10 28.7 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. 28.8 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. 28.9 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. 28.10 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. 28.11 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. 28.12 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] Orange County Soccer Referee's Association (OCSRA) Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: (,4. Z/ t -� Date: 4 • I "} 1 :7-- Aafo-6 C. Harp City Attorney ATTEST: Date: r By: , L it Leilani I. Brown City Clerk By e , Dav iff �— City Manager CONTRACTOR: Orange County Soccer Referee's Association (OCSRA), a California corporation Date: -7/71-u/-1 M President Date:--Ir-7 By. r 4bsep6 E. Weisz CFO/Secretary [END OF SIGNATURES] Attachments: Exhibit A – Scope of Services Exhibit B – Schedule of Billing Rates Exhibit C – Insurance Requirements Orange County Soccer Referee's Association (OCSRA) Page 12 EXHIBIT A SCOPE OF SERVICEWADDITIONAL TERMS & CONDITIONS 1. ADULT SOCCER 1101 LEAGUE STRUCTURE: 1.1 Seasons: Up to two (2) seasons per year; Specific season commencement dates will be provided by the City at the end of the year. • Spring (begins on or about February of each year) • Fall (begins on or about August of each year) 1.2 Season will consist of no more than 10 games — not including playoff games 1.3 Games are played Monday through Friday (no weekends) 1.4 Game times: Projected game times; actual game times are determined based on the availability of the fields and the number of teams 2 game set: 7:05pm, 8:40pm • 1 game set: 8:05pm 1.5 Game length: Each game is comprised of two (2) forty (40) minute halves and a six (6) minute half-time. 1.6 Teams: Coed • League can accommodate up to 40 teams per season. 1.7 Facilities: A map indicating the location of City facilities hosting adult soccer league games is hereby attached to this Scope of Services. • Arroyo Park • Bonita Creek Park • Lincoln Athletic Center 1.8 Detailed League Rules & Regulations: A listing of detailed league rules and regulations is hereby defined as the "Newport Beach 11v11 Soccer League Rule Set' and is incorporated into this Agreement by reference. It shall be the responsibility of the Contractor and Officials to understand and adhere to these rules while officiating adult soccer league games. 2. ADULT SOCCER 7v7 LEAGUE STRUCTURE: 2.1 Seasons: Up to (4) four seasons per year; Specific season commencement dates will be provided by the City at the end of the year. • Spring (begins on or about February of each year) • Summer (begins on or about June of each year) • Fall (begins on or about August of each year) • Winter (begins on or about December of each year) Orange County Soccer Referee Association (OCSRA) Page A-1 2.2 Season will consist of no more than six (6) games for Summer and Winter seasons and ten (10) games for Spring and Fall seasons — not including playoff games 2.3 Games are played Monday through Friday (no weekends) 2.4 Game times: Projected game times; actual game times are determined based on the availability of the fields and the number of teams • 3 game set: 6:30pm, 7:40pm, 8:50pm OR 7:05pm, 8:10pm, 9:15pm • 2 game set: 7:05pm, 8:10pm • 1 game set: 7:05pm 2.5 Game length: Each game is comprised of two (2) twenty-five (25) minute halves and a three (3) minute half-time. 2.6 Teams: Coed, men's, or women's • League can accommodate up to 24 teams per season 2.7 Facilities: A map indicating the location of City facilities hosting adult soccer league games is attached to this Scope of Services. • Arroyo Park • Bonita Creek Park • Lincoln Athletic Center • Grant Howald Park 2.8 Detailed League Rules & Regulations: A listing of detailed league rules and regulations is hereby defined as the "Newport Beach 7v7 Soccer League Rule Set" and is incorporated into this Agreement by reference. It shall be the responsibility of the Contractor and Officials to understand and adhere to these rules while officiating adult soccer league games. 3. CONTRACTOR'S RESPONSIBILITIES/ADDITIONAL TERMS & CONDITIONS Contractor shall be expected to assist in the promotion, organization and operation of the City of Newport Beach Recreation and Senior Services Department's Adult Soccer program, to include the following: 3.1 Administrative Responsibilities 3.1.1 Contractor and its designated representatives, Project Manager and officials shall cooperate fully with the City's Adult Soccer Program, including meeting with the City's Project Administration or his or her designee when requested, making assignment changes, including removal when in the interest of the program, and maintaining an open and regular dialogue with the City and the City's Project Administrator or his or her designee regarding program matters. Orange County Soccer Referee Association (OCSRA) Page A-2 3.1.2 Contractor's Project Manager shall notify the City's Project Administrator or his or her designee of any problems or changes in Contractor's assignments of officials due to causes within Contractor's reasonable control no later than twenty-four (24) hours prior to each scheduled game. When this notice is not possible, Contractor's Project Manager agrees to notify the City's Project Administrator or his or her designee immediately. 3.1.3 Contractor shall provide payment to all assigned officials. 3.1.4 Contractor shall provide City's Project Administrator with access to database of certified officials as assigned; must include names, addresses, phone numbers and current certifications for all officials working under Contractor's employment. 3.1.5 Contractor's Project Manager shall provide the City with an annual evaluation report of all assigned officials, including the evaluation process, training procedures and certification requirements. 3.1.6 Contractor's Project Manager shall report and provide the City with an assessment of any rule or game related disputes, protests or facility related issues within twenty-four (24) hours following the game in question. 3.1.7 Contractor's Project Manager shall be required to attend any and all League Manager meetings. 3.1.8 Contractor's Project Manager may referee games throughout the week as long as assignments are rotated consistently throughout all divisions during each season. In the event that the Project Manager is refereeing, a designated representative shall be appointed as primary league contact during such time periods. 3.1.9 Contractor and Project Manager shall ensure that all assigned officials are aware of, and will comply with, any extra officiating obligations, including but not limited to: • Filing misconduct reports in written form with the City's Project Administrator or his or her designee within twenty-four hours following incidents such as fighting and ejections. • Filing accident reports in written form with the City's Project Administrator or his or her designee within the twenty-four hours following game related injuries or accidents. • Fully cooperate and communicate with the City's Project Administrator or his or her designee for matters pertaining to the Adult Soccer League program and City. Orange County Soccer Referee Association (OCSRA) Page A-3 3.2 Assigning Responsibilities 3.2.1 Contractor or Project Manager will assign experienced officials with two (2) or more years of experience that can competently officiate games in accordance with City rules and regulations for all adult soccer games hosted by the City, Officials whom: 3.2.2 Are adequately trained and knowledgeable regarding the rules and play of soccer; 3.2.3 Are physically able to traverse the entire area of a soccer field as necessitated by typical game play; and 3.2.4 Shall competently officiate all such games in accordance with: • City rules and regulations; • Adult Soccer League Rule Set; • All other policies or procedures governing adult soccer leagues. 3.2.5 Project Manager shall ensure that all assigned Officials arrive at their appointed location to confirm goal placement not less than ten (10) minutes prior to each scheduled game time. 3.2.6 Contractor and Project Manager shall ensure that all assigned Officials are aware of, and will comply with, any extra -officiating obligations, including but not limited to: 3.2.6.1 Checking player cards at the time and in the manner designated by the Recreation Sports Supervisor or his or her designee; 3.2.6.2 Filing misconduct reports in written form with the Recreation Sports Supervisor or his or her designee for such incidents as red cards and fighting. 3.2.7 Contractor and Project Manager shall cooperate fully with the League, including meeting with the Recreation Sports Supervisor or his designees when requested, making assignment changes when in the interests of the league, and maintaining an open and regular dialogue with the City and the Recreation Sports Supervisor or his or her designee regarding league matters. 3.2.8 Contractor shall send representatives to attend any and all League Manager meetings. Orange County Soccer Referee Association (OCSRA) Page A-4 Ca i vlF LOOP• � o a Adult Soccer Game Locations City of Newport Beach • Arroyo Park -1411 Bayswater Cr 1� • Bonita Creek Park- 3010 La Vida l Lincoln Athletic Center -3101 Pacific View Dr - 6 Grant r.•Grant Howald Park -3000 Fifth Ave P fA\7 NE O O ; �p yo " t`� 'to l5 C cR o9 ro ,� F i FU RO RU R.iRlin iaNY �N \� M -OR OP s ter, s R r a v ` t f Qti QnP � rP 3 t 2 1 sr aJt hW r� ! ,r Orange County Soccer Referee Association (OCSRA) Page A-5 EXHIBIT B SCHEDULE OF BILLING RATES Financial and Payment Terms: Compensation for officiating services is set by the City and the retained Contractor shall be compensated under the following financial terms: Fixed compensation of One Hundred Twenty -Six Dollars and 00/100 ($126.00) per 11 v 11 game with a three (3) referee system. This includes the following: • $6.00 Assigning Fee • $50.00 for the Head Referee • $35.00 each for (2) Assistant Referees Fixed compensation of Forty -Four Dollars and 001100 ($44.00) per 7 v 7 game with a one (1) referee system. This includes the following: • $4.00 Assigning Fee • $40.00 for the Referee Fixed compensation of Sixty -Six Dollars and 00/100 ($66.00) per 7 v 7 game with a two (2) referee system. This includes the following: • $6.00 Assigning Fee • $30.00 each for the Referees For any game, the City shall not be charged for officiating services in the event all requested referees are not present at the commencement of the game. In these instances, the Contractor shall continue to provide officiating services for said game at its own expense. The City shall also not be charged for games that are cancelled before 3:OOpm day of due to inclement weather or unforeseen maintenance or facility related issues. Contractor shall submit invoices as scheduled with the City's Recreation Sports Supervisor. Payment for Services shall be made monthly based on approved invoices, with payment terms of Net 30 days upon approval of invoice. Orange County Soccer Referee Association (OCSRA) Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Services, 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 Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements A. 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. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella 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, one million dollars ($1,000,000) general aggregate. 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. C. 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 Orange County Soccer Referee Association (OCSRA) Page C-1 arising out of or in connection with Services 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: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement 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. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, its officers, agents, volunteers, officials, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. 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. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. Additional Agreements Between the Parties The parties hereby agree to the following: A. 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 City's 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 Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Orange County Soccer Referee Association (OCSRA) Page C-2 B. City's Riqht to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar 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. C. Enforcement of Agreement 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. D. 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 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 Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. 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. F. 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. G. 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 Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. 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 Services. Orange County Soccer Referee Association (OCSRA) Page C-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/10/17 Dept./Contact Received From: Date Completed: 3/13/17 Sent to: Company/Person required to have certificate: Type of contract: Teri Teri By: Alicia Orange County Soccer Referee Assoc. Recreation I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 2/20/17-2/20/18 A. INSURANCE COMPANY: Mutual of Omaha Insurance Company B. AM BEST RATING (A-: VII or greater): A+; XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 1M/3M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No N/A F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ❑ Yes ❑ No N/A G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: On File per Teri Craig 3/10/17 A. INSURANCE COMPANY: B. AM BEST RATING (A-: VII or greater) C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste N/A ❑ Yes ❑ No Haulers only): ® N/A ❑ Yes G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ■ ■ WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: On File per Teri Craig 3/10/17 A. INSURANCE COMPANY: B. AM BEST RATING (A-: VII or greater): C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: (i I Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 3/13/17 Date ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract.