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HomeMy WebLinkAboutC-5940 - Sports Official AgreementI CITY OF NEWPORT BEACH RECREATION & SENIOR SERVICES DEPARTMENT SPORTS OFFICIAL AGREEMENT This SPORTS OFFICIAL AGREEMENT ("Agreement") is made and entered into as of this 1ST day of May, 2015 by and between the City of Newport Beach, a California municipal corporation and charter city ("City"), and Michael Hernandez, an Independent Contractor skilled as a Youth Flag Football Referee ("Sports Official") for officiating, scoring and timing services at scheduled City youth football games to be agreed upon. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on December 31, 2015 unless terminated earlier as provided herein. 2. COMPENSATION A. Youth Flag Football Referee City shall pay Sports Official when serving as a Youth Flag Football Referee Twenty Five Dollars and 001100 ($25.00) for each complete game. City shall pay Sports Official when serving as a Youth Flag Football Referee Twenty Five Dollars and 001100 ($25.00) for each time that City fails to provide Sports Official at least twenty-four (24) hours' notice of a game's cancellation or forfeiture. Exception to this rule is that the Sports Official shall be paid for one (1) game if cancellation on any given date is due to rain or field conditions and Sports Official appeared at the game site as scheduled. Sports Official shall pay City Twenty Five Dollars and 001100 ($25.00) for each game that Sports Official fails to provide at least twenty four (24) hours' notice to the City's Sports Coordinator or Recreation Supervisor of any absence; unless Sports Official obtained approval to use a substitute from the City's Youth Flag Football Officials List. 3. DUTIES OF CITY A. Registration. City shall register all participants for City Youth Football and collect all enrollment fees. B. Facility. City shall provide a game site for football games. City shall also provide all necessary utilities. 4. SPORTS OFFICIAL'S DUTIES A. Specific Duties Youth Football Referee. The Sports Official is responsible for a number of administrative actions that include, but are noted limited to, the game clock, the score, the safety of players on the field, and any possible elimination of players, which can occur for a variety of reasons. The Sports Official must ensure that the game runs smoothly, and this encompasses a variety of different responsibilities, from calling the game to player and spectator management. They also carry a duty of care to the players they officiate, and to ensure that the field and all equipment used is in a safe and usable condition. Should there be an issue that inhibits the safe playing of the game; it is the job of the Sports Official to rectify the problem. B. Anti -Discrimination Laws Sports Official agrees and certifies that, except as permitted by law, no person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome ("AIDS") or any condition related thereto, marital status, sex or sexual orientation, or any other impermissible basis under law, be excluded from participation in or be denied the benefits of the services provided pursuant to this Agreement, and Sports Official agrees not to discriminate on said grounds in the hiring and retention of employees and Sports Official, unless authorized under Section 12940 of the California Government Code. Sports Official shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. C. Contact Information. Sports Official is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within forty-eight (48) hours of such change. D. Other Requirements Sports Official shall: i. Cooperate fully with all reasonable requests from City staff. ii. Maintain the highest degree of participant safety possible. iii. Immediately report to the Recreation & Senior Services Office of any injuries. iv. Immediately report to the Recreation & Senior Services Office any damage to a field that could cause potential injury to a league participant, or other needed maintenance repairs. Official — Michael Hernandez Page 2 V. Clear all participants from the designated area at the end of game unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations. vi. Know facility rules and regulations and provide pertinent information. vii. Abide by all City policies and procedures. E. Direct Deposit. Sports Official is required to use direct deposit for payments made from the City pursuant to this Agreement. F. Email. Sports Official is required to provide City with a current email address. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement; Sports Official shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Sports Official shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance and that of his/her employees or representative. Sports Official also agrees to provide liability insurance as required by City and described more fully below. City shall not be liable for any payment or compensation in any form to Sports Official other than as provided herein. City reserves the right to employ other independent contractors and Sports Officials who perform the same services. City shall provide Sports Official with IRS Form 1090 or other applicable IRS forms at the end of the calendar year for all compensation paid to Sports Official by City. 6. INSURANCE A. General Liability Insurance. Sports Official must provide and maintain at all times general liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall carry a general liability special endorsement naming the City of Newport Beach, its elected or appointed officers, employees, agents and volunteers as additional named insured in the amount of One Million Dollars ($1,000,000) per occurrence. Evidence of insurance certificate shall be sent to the Recreation & Senior Services Department and must be approved by the City Risk Manager or designee prior to the first Class/day of instruction. Sports Official shall have the option of purchasing coverage through the City of Newport Beach's Special Event insurance program, or through Southern California Municipal Athletic Federation ("SCMAF") or providing its own coverage. If a Sports Official — Michael Hernandez Page 3 Official elects to obtain its own coverage, said coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance Guide Rating of A- (or higher) and Financial Size Category Class of VII (or larger). ii. Sports Official's insurance coverage shall be primary insurance and/or primary source of recovery with respect to City, its elected or appointed officers, agents, officials, employees and volunteers with respect to all claims, losses or liability arising directly or indirectly from Sports Official's operations or Service provided to City. Any insurance or self-insurance maintained by City, its officers, officials, employees and volunteers shall be excess of Sports Official's insurance and shall not contribute with it. iii. Said policy must also provide a written thirty (30) day notice of cancellation, or ten (10) day written notice for non-payment of premium, to the City of Newport Beach Recreation & Senior Services Department, at the following address: P.O. Box 1768, Newport Beach, CA 92658. B. Workers' Compensation Insurance. By executing this Agreement, Sports Official certifies that Sports Official is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self-insurance before commencing any work. Sports Official shall carry the insurance or provide for self-insurance required by California law to protect said Sports Official from claims under the Workers' Compensation Act. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers. Sports Official shall submit to City, along with the required certificate of insurance, a copy of such waiver of subrogation endorsement. ii. In the event Sports Official has no employees requiring Sports Official to provide Workers' Compensation insurance, Sports Official shall so certify to City in writing prior to City's execution of this Agreement. C. Automobile Liability Coverage. Sports Official shall maintain automobile insurance covering bodily injury and property damage for all activities of Sports Official arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than One Million Dollars Official — Michael Hernandez Page 4 ($1,000,000) combined single limit for each occurrence, or as approved by City's Risk Manager or his/her designee. D. Please initial the statement that applies: Sports Official shall provide a copy of the General Liability Insurance with Additional Insured Endorsement that meets the above requirements. t Sports Official shall utilize City -provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will pay all required fees billed on a quarterly basis by City. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile Insurance Liability. 7. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK Sports Official must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to taking an assignment. Sports Officials are required to submit fees to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints are required to be updated every five (5) years. This requirement is mandatory. 8. INDEMNIFICATION To the fullest extent permitted by law, Sports Official shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (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, 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 work performed or services provided under this Agreement including, without limitation, Sport Official's presence or activities conducted on the games (including the negligent and/or willful acts, errors and/or omissions of Sports Official, 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). Notwithstanding the foregoing, nothing herein shall be construed to require the Sports Official to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity Official — Michael Hernandez Page 5 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 the Sports Official. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Sports Official. In the event of termination under this Section, City shall pay Sports Official for any games attended, if any, up to the effective date of termination, and Sports Official shall pay City for each game that Sports Official fails to provide at least twenty four (24) hours' notice to the City's Assistant Sports Coordinator or Supervisor of any absence, if any; unless Sports Official obtained approval to use a substitute from the City's Softball Umpire's List. 10. NOTICES Unless otherwise indicated, all notices, demands, requests or approvals, including change of address notices, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Sports Official 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 Phone: 949-644-3151 All notices, demands, requests or approvals from City to Sports Official shall be addressed to Sports Official at the contact information provided in this Agreement. 11. STANDARD PROVISIONS A. Compliance with all Laws. Sports Official 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. Official — Michael Hernandez Page 6 B. Waiver. A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. C. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal contract or implied covenant shall be held to vary the provisions herein. D. Amendments. This Agreement may be modified or amended only by a written document executed by both Sports Official and City and approved as to form by the City Attorney. E. Effect of Contractor's Execution. Execution of this Agreement by Sports Official is a representation that Sports Official has visited the game sites, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its proposal. F. 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. G. Notice of Claims. Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under the Agreement, Sports Official shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Sport Official'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 Sports Official in writing as unsettled at the time of its final request for payment. The Sports Official and the City expressly agree that in addition to all claims filing requirements set forth in the Agreement, the Sports Official shall be required to file any claim the Contractor may have against the City in strict conformance with the Government Claims Act (Govt. Code §§ 900 et seq.). H. 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. I. 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. Official — Michael Hernandez Page 7 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] Official — Michael Hernandez Page 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: x z S tt By: Aaron a. City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, A Californi7 �31> icipal corporation Date: S aura Detw it r, Director ecreation enior Services INDEPENDENT CONTRACTOR: Sports Official Date: i fir' / Bv: Mic�l-Hem dez Sports Official 1111c HA2L. HfKfdANnf4.' Serving as: Youth Flag Football Referee Sports Official Name Type of Official Official — Michael Hernandez Page 9 CITY OF NEWPORT BEACH CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in any manner so as to become subject to the Workers' Compensation Laws of the State of California. Executed on this 3 �s' day of2015, at W-1vrWc11, California. Youth Flag Official — Michael Hernandez Page 10 O CITY OF NEWPORT BEACH RECREATION & SENIOR SERVICES DEPARTMENT SPORTS OFFICIAL AGREEMENT This SPORTS OFFICIAL AGREEME as of this 13th day of August, 2014 by an California municipal corporation and charter Independent Contractor skilled as a Flag ("Sports Official") for officiating, scoring and football and adult softball games to be agreed NT ("Agreement') is made and entered into d between the City of Newport Beach, a city ("City"), and Michael Hernandez, an Football Referee, and/or Softball Umpire timing services at scheduled City youth upon. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on December 31, 2014 unless terminated earlier as provided herein. 2. COMPENSATION A. Youth Flag Football Referee City shall pay Sports Official when servi five dollars and 00/100 ($25.00) for each City shall pay Sports Official when five dollars and 00/100 ($25.00) fo at least twenty-four (24) hours Exception to this rule is that the Sports cancellation on any given date is due to appeared at the game site as scheduled. ng as a Youth Flag Football Referee twenty - complete game. serving as a Y each time that notice of a Sports Official shall pay City twenty-five d that Sports Official fails to provide at least Assistant Sports Coordinator or Recrea Sports Official obtained approval to use Official's List. B. Softball Umpire outh Flag Football Referee twenty - City fails to provide Sports Official game's cancellation of forfeiture. Official shall be paid for one (1) game if rain or field conditions and Sports Official ollars and 00/100 ($25.00) for each game twenty-four (24) hours notice to the City's tion Supervisor of any absence; unless a substitute from the City's Flag Football City shall pay Sports Official when serving as a Softball Umpire thirty dollars and 00/100 ($30.00) for each complete game. City shall pay Sports Official when serving as a Softball Umpire thirty dollars and 00/100 ($30.00) for each time that City fails to provide Sports Official at least twenty- four (24) hours notice of a game's cancellation or forfeiture. Exception to this rule is that the Sports Official shall be paid for one game if cancellation on any given date is due to rain or field conditions and Sports Official appeared at the game site as scheduled. Sports Official shall pay the City thirty dollars and 00/100 ($30.00) for each game that Sports Official fails to provide at least twenty-four (24) hours notice to the City's Assistant Sports Coordinator or Recreation Supervisor of any absence; unless Sports Official obtained approval to use a substitute from the City's Softball Umpire's List. 3. DUTIES OF CITY A. Registration. City shall register all participants for City Youth Football and Adult Softball Leagues and collect all enrollment fees. B. Facility. City shall provide a game site for football and softball games. City shall also provide all necessary utilities. 4. SPORTS OFFICIAL'S DUTIES A. Specific Duties Youth Football Referee. Responsible for a number of administrative actions that include the game clock, the score, the safety of players on the field and any possible elimination of players, which can occur for a variety of reasons. The Sports Official must ensure that the game runs smoothly, and this encompasses a variety of different responsibilities, from calling the game to player and spectator management. They also carry a duty of care to the players they officiate, and to ensure that the court and all equipment used is in a safe and usable condition. Should there be an issue that inhibits the safe playing of the game; it is the job of the Sports Official to rectify the problem. Softball Umpire. Responsible for the control of the time and progress of athletic event, enforce rules and regulations during play, and impose penalties (ejections/suspensions) on teams or players when necessary. Softball Sports Officials shall work independently, unless specified otherwise by the Recreation Supervisor. Should there be an issue that inhibits the safe playing of the game; it is the responsibility of the umpire to rectify the problem. B. Anti -Discrimination Laws Sports Official agrees and certifies that, except as permitted by law, no person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation, or any other impermissible basis under law, be excluded from participation in or be denied the MICHAEL HERNANDEZ Page 2 benefits of the services provided pursuant to this Agreement, and Sports Official agrees not to discriminate on said grounds in the hiring and retention of employees and Sports Official, unless authorized under Section 12940 of the California Government Code. Sports Official shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. C. Contact Information. Sports Official is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within forty-eight (48) hours of such change. D. Other Requirements Sports Official shall: i. Cooperate fully with all reasonable requests from City staff. ii. Maintain the highest degree of participant safety possible. iii. Immediately report to the Recreation & Senior Services Office of any injuries. iv. Immediately report to the Recreation & Senior Services Office any damage to gymnasium or field that could cause potential injury to a league participant, or other needed maintenance repairs. V. Clear all participants from the designated area at the end of game unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations. ix. Close and secure the gym or building, if applicable, at the end of each sporting event. X. Turn off any lights, heat, air conditioning, or other utilities when last game is finished. xiii. Know facility rules and regulations and provide pertinent information. xv. Abide by all City policies and procedures. E. Direct Deposit. Sports Officials is required to use direct deposit for payments made from the City pursuant to this Agreement. F. Email. Sports Official is required to provide City with a current email address. 5. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement; Sports Official shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Sports Official shall have the sole legal responsibility to remit all federal and state income and social security taxes and to MICHAEL HERNANDEZ Page 3 provide for his/her own workers compensation and unemployment insurance and that of his/her employees or representative. Sports Official also agrees to provide liability insurance as required by City and described more fully below. City shall not be liable for any payment or compensation in any form to Sports Official other than as provided herein. City reserves the right to employ other independent contractors and Sports Officials who perform the same services. City shall provide Sports Official with IRS Form 1090 or other applicable IRS forms at the end of the calendar year for all compensation paid to Sports Official by City. 6. INSURANCE A. General Liability Insurance. Sports Official must provide and maintain at all times general liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall carry a general liability special endorsement naming the City of Newport Beach, its elected or appointed officers, employees, agents and volunteers as additional named insured in the amount of One Million Dollars ($1,000,000) per occurrence. Evidence of insurance certificate shall be sent to the Recreation & Senior Services Department and must be approved by the City Risk Manager or designee prior to the first Class/day of instruction. I. Sports Official shall have the option of purchasing coverage through the City of Newport Beach's Special Event insurance program, or through Southern California Municipal Athletic Federation ("SCMAF") or providing its own coverage. If a Sports Official elects to obtain its own coverage, said coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance Guide Rating of A- (or higher) and Financial Size Category Class of VII (or larger). ii. Sports Official's insurance coverage shall be primary insurance and/or primary source of recovery with respect to City, its elected or appointed officers, agents, officials, employees and volunteers with respect to all claims, losses or liability arising directly or indirectly from Sports Official's operations or Service provided to City. Any insurance or self-insurance maintained by City, its officers, officials, employees and volunteers shall be excess of Sports Official's insurance and shall not contribute with it. iii. Said policy must also provide a written thirty (30) day notice of cancellation, or ten (10) day written notice for non-payment of premium, to the City of Newport Beach Recreation & Senior Services Department, at the following address: P.O. Box 1768, Newport Beach, CA 92658. MICHAEL HERNANDEZ Page 4 B. Workers' Compensation Insurance. By executing this Agreement, Sports Official certifies that Sports Official is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self-insurance before commencing any work. Sports Official shall carry the insurance or provide for self-insurance required by California law to protect said Sports Official from claims under the Workers' Compensation Act. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers. Sports Official shall submit to City, along with the required certificate of insurance, a copy of such waiver of subrogation endorsement. ii. In the event Sports Official has no employees requiring Sports Official to provide Workers' Compensation insurance, Sports Official shall so certify to City in writing prior to City's execution of this Agreement. C. Automobile Liability Coverage. Sports Official shall maintain automobile insurance covering bodily injury and property damage for all activities of Sports Official arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000) combined single limit for each occurrence, or as approved by City's Risk Manager or his/her designee. D. Please initial the statement that applies: Sports Official shall provide a copy of the General Liability Insurance /with Additional Insured Endorsement that meets the above requirements. Sports Official shall utilize City -provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will pay all required fees billed on a yearly basis by City. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile Insurance Liability. 7. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK Sports Official must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to taking an assignment. Sports Officials are required to submit fees to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with MICHAEL HERNANDEZ Page 5 fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints are required to be updated every five (5) years. This requirement is mandatory. 8. INDEMNIFICATION To the fullest extent permitted by law, Sports Official shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (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, 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 work performed or services provided under this Agreement including, without limitation, Sport Official's presence or activities conducted on the games (including the negligent and/or willful acts, errors and/or omissions of Sports Official, 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). Notwithstanding the foregoing, nothing herein shall be construed to require the Sports Official 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 the Sports Official. 9. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Sports Official. In the event of termination under this Section, City shall pay Sports Official for any games attended, if any, up to the effective date of termination, and Sports Official shall pay City for each game that Sports Official fails to provide at least twenty-four (24) hours notice to the City's Assistant Sports Coordinator or Supervisor of any absence, if any; unless Sports Official obtained approval to use a substitute from the City's Softball Umpire's List. 10. NOTICES Unless otherwise indicated, all notices, demands, requests or approvals, including change of address notices, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on MICHAEL HERNANDEZ Page 6 the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Sports Official 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 Phone: 949-644-3151 All notices, demands, requests or approvals from City to Sports Official shall be addressed to Sports Official at the contact information provided on page 8 of this Agreement. 11. STANDARD PROVISIONS A. Compliance with all Laws. Sports Official 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. B. Waiver. A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. C. 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 contracts of whatsoever kind or nature are merged herein. No verbal contract or implied covenant shall be held to vary the provisions herein. D. Amendments. This Agreement may be modified or amended only by a written document executed by both Sports Official and City and approved as to form by the City Attorney. E. Effect of Contractor's Execution. Execution of this Contract by Sports Official is a representation that Sports Official has visited the game sites, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its proposal. F. Controlling Law and Venue. The laws of the State of California shall govern this Contract and all matters relating to it and any action brought relating to this MICHAEL HERNANDEZ Page 7 Contract shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. G. Notice of Claims. Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under the Agreement, Sports Official shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Sport Official'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 Sports Official in writing as unsettled at the time of its final request for payment. The Sports Official and the City expressly agree that in addition to all claims filing requirements set forth in the Agreement, the Sports Official shall be required to file any claim the Contractor may have against the City in strict conformance with the Government Claims Act (Govt. Code §§ 900 et seq.). H. 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. I. 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. J. 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] MICHAEL HERNANDEZ Page 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: n l y F" C �� By: Aaron C. Harp City Attorney ATTEST194, � Date: H �—l. u n KOrtN r- By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: ck • yaqA . rt By: ra t well irector e eation & Senior Services INDEPENDENT CONTRACTOR: Sports Official Date: /��IN i A � By: MICHAE " ER AND Ac wtM (I-�EF,�mwrz Serving as: CC Sports Official Name Type of Official ,m MICHAEL HERNANDEZ Page 9 CITY OF NEWPORT BEACH CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in any manner so as to become subject to the Workers' Compensation Laws of the State of California. Executed on this day of�J:ks t , 2014, at n A��`'� ", California. MICHAEL HERNANDEZ Page 10