HomeMy WebLinkAboutC-7125-1 - Service Agreement for Soccer Referee ServicesN
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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
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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.
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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.
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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
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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
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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
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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.).
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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.
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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
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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.