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HomeMy WebLinkAboutRedwood Empire Officials Association 2015-05-14AGREEMENT FOR PROFESSIONAL SPORTS OFFICIATING AND SCOREKEEPING SERVICES THIS AGREEMENT entered in Ukiah, California on MAy f `( ,2015 ("Effective Date"), between the City of Ukiah, a general law city ("CITY') and the Redwood Empire Officials Association Ltd., a , ("CONTRACTOR"), collectively, "the parties." RECITALS 1. CITY Community Services Department desires to contract with a qualified firm to provide trained officials and scorekeepers at softball, basketball, and volleyball games conducted by the CITY Community Services Department with the scope of services described on the attached Exhibit "A." 2. CONTRACTOR represents to CITY that it is an association of trained officials and scorekeepers qualified to officiate and keep score at adult softball, basketball, and volleyball games. AGREEMENTS In consideration of the above recitals and the following terms and conditions, the parties agree as follows: TERM The Term of this agreement is for a period of one (1) year commencing on the Effective Date. CITY and CONTRACTOR may, upon mutual agreement of the parties, extend this Agreement for up to five (5) additional one-year terms. 2. SCOPE OF SERVICE The CONTRACTOR shall be required to provide the services described in Exhibit "A." 3. ENTIRE AGREEMENT: Exhibit "A" — "Scope of Work Sport Officials and Scorekeepers" is incorporated into this Agreement. In the event of a conflict between the terms of this Agreement and Exhibit A, the terms of this Agreement shall control. This Agreement, including Exhibit A, constitutes the entire agreement between the parties. 4. STANDARD OF PERFORMANCE Contractor agrees to provide a high standard of performance in the execution of all obligations and duties as herein provided. The City reserves the right through the office of the City Manager to instruct the CONTRACTOR as to the standard of performance when deemed necessary. 5. COMPENSATION As compensation for all services of CONTRACTOR in performance of this Agreement, CITY shall pay CONTRACTOR as follows: 1. Slow Pitch Softball Umpire $25.50 per game Fast Pitch Softball Umpire $35.50 per game 2. Fee Adjustments: a. If games are canceled by the City of Ukiah with less than three hours notification to the CONTRACTOR for reasons other than inclement weather or an Act of God, then payment will be made in full for all games scheduled that day. If notification is at least three hours prior to the scheduled start time of the first game, no payment will be made for canceled games. b. If a game is canceled by the game officials due to inclement weather, unsafe conditions, or Act of God, full payment will be made for that game. Subsequent games will be rescheduled by the CITY and will not be paid for until services are rendered for those games. c. If a game protest is upheld due to official's error, no game fee will be paid for the portion of the game that is replayed. d. If an official is more than 15 minutes late for an assigned game, the CITY will pay at a rate of 50% of the game fee. e. When there is only one umpire available for softball, the CITY will pay at a rate of $40 for the game fee. f. All officials and scorekeepers must be named on the game score sheet for each game. Payments to the CONTRACTOR will be based on the score sheets. g. CITY agrees to work with the CONTRACTOR in partnership to recruit more officials and scorekeepers for the softball and volleyball programs. The CITY will assist with press releases to local media announcing recruitment for such officials and scorekeepers when directed by the CONTRACTOR. The CITY will also provide meeting room space at no cost for the CONTRACTOR to train officials and scorekeepers for use in accordance with this agreement. h. CITY agrees to strictly enforce the Play Code of Conduct Rules adopted by the CITY and described in Exhibit B. i. For purposes of this paragraph 2, notice shall be given by telephone or fax to the numbers stated in paragraph 8, or an alternate number designated by a party in a written notice to the other party. The notice shall be deemed given on the date and time when the call is placed. 6. RELATIONSHIP OF PARTIES CONTRACTOR and its members, officers, agents and employees, in performing under this Agreement, are independent contractors and have control over the work and the manner in which it is performed. They are free to contract for similar services to be performed for other employers during the term of this Agreement. CONTRACTOR, its members, officers, agents and employees are not employees or agents of the CITY and not entitled to sick leave, vacation, health and welfare benefits, retirement benefits, worker's compensation, or any other leave or benefit for employees of the City. 7. PAYMENT TO THE CONTRACTOR The CONTRACTOR shall submit an invoice to the City of Ukiah, Community Services Department, 411 West Clay, Ukiah, CA, 95482. Invoices should be submitted every two weeks during a league season for which services are schedule in accordance with this agreement. Invoices submitted by Monday, 10am will be paid at the next scheduled check run. In the event that a submittal Monday fails on a City holiday, invoices shall be submitted by Tuesday, 9am. If a check run is not scheduled for a submittal week, the CONTRACTOR shall be notified and payment will be made at the first available check run. 2 Notwithstanding the above provisions of this paragraph 7, no payment will be issued to the CONTRACTOR before all invoices have been reviewed and approved for payment by the City of Ukiah Community Services Department. 8. NOTICES Except as otherwise specifically provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party hereto, it shall be deemed to have been given when personally delivered, or when deposited in the United Sates mail with proper first class postage affixed thereto and addressed as follows: CITY: Sage Sangiacomo Assistant City Manager 411 West Clay Street Ukiah, CA 95482 (707) 463-6221 Fax (707) 463-6740 CONTRACTOR: Kirk Mason Redwood Empire Officials Association Ltd. P.O. Box 867 Ukiah, CA 95482 (707) 459-3692 Cell (707) 489-9771 9. MODIFICATION This agreement shall not be modified, except in writing, by contract amendment, executed by all parties. Oral change orders are not permitted. No change in this contract shall be made unless the City of Ukiah gives its prior written approval. The CONTRACTOR shall be liable for all costs resulting from, and/or for satisfactorily correcting, any specification change not properly ordered by written modification to the contract and signed by the City of Ukiah. 10. ADDITIONAL SERVICES During the contractual period covered by this Agreement, CITY may request CONTRACTOR to provide services in addition to the services provided hereunder. CONTRACTOR may, at its option, agree to provide such additional services upon terms and conditions mutually agreed upon in writing by CITY and CONTRACTOR. 11. CONTRACTING OFFICER REPRESENTATIVE The Contracting Officer's Representative (COR) provides routine communication and guidance to the contractor. The COR is also delegated authority to increase or decrease services in the scope of work of this agreement though the use of administrative change orders if such change does not increase the encumbrance or total contract funding of this agreement. The COR is not authorized to increase encumbrance or total contract funding, nor is the COR authorized to increase the scope of work. The COR for this agreement is: Jake Burgess Sports Coordinator 411 West Clay Ukiah, CA 95482 (707) 463-6714 12. ADMINISTRATIVE CHANGE ORDER: A change order to the contract is a change which does not change the scope of work or intent of the contract as awarded by the original signature authority. Administrative change orders will be limited to minor changes in contract work assignments. Change orders which result in additional cost shall require the approval of the City Purchasing Agent or appropriate award authority as defined under City policy. Change orders which do not result in additional contract cost can be authorized by the Contracting Officer Representative (COR). 13. TERMINATION OF CONTRACT FOR DEFAULT If at any time, in the opinion of the City Manager, upon recommendation of the Community Services Department; 1) CONTRACTOR fails to conform to the requirements of this contract; 2) CONTRACTOR seeks relief under any law for the benefit of insolvents or is adjudicated bankrupt; 3) any legal proceedings are commenced against CONTRACTOR which may interfere with the performance of the contract; or 4) CONTRACTOR has failed to supply an adequate working force, or material of proper quality, or has failed in any other respect to prosecute the work with the diligence and force specified and intended in and by the terms of the contract, notice thereof in writing may be served upon him, and should he neglect to refuse to provide means for a satisfactory compliance with the contract as directed by the City of Ukiah Community Services Department within fifteen (15) days from the time specified in such notice the City Manager in any such case shall have the right and power, at its option and without prejudice to any other right it may have, to terminate the contract. Any cost arising termination of this Agreement by City in accordance with this paragraph will be charged against the CONTRACTOR and his sureties, who will be liable thereof. In the event of such termination, all monies due the CONTRACTOR or retained under terms of the contract shall be forfeited to the City, but such forfeiture will not release the CONTRACTOR or his sureties from liability for failure to fulfill the contract. 14. TERMINATION FOR CONVENIENCE A. This Agreement may be terminated by either party by giving fifteen (15) days notice to the other in writing of its intent to terminate the Agreement. B. Upon such termination, CONTRACTOR shall submit to CITY an itemized statement of services performed to the date of termination. 15. ASSIGNMENT AND SUBCONTRACTING The CONTRACTOR shall not assign or subcontract the work, or any part thereof, without the prior written consent of the CITY, nor shall he assign, by power of attorney or otherwise, any of the money payable under this contract unless written consent of the CITY has been obtained. No right under this contract, nor claim for money due or to become due hereunder shall be asserted against the CITY, or persons acting for the CITY, by reason of any so-called assignment of this contract or any part thereof, unless such assignment has been authorized by the written consent of the CITY. In case the CONTRACTOR is permitted to assign monies due or to become due under this contract, the instrument of assignment shall contain a clause subordinating the claim of the assignee to all prior liens for services rendered or materials supplied for the performance of work. Should any subcontractor fail to perform in a satisfactory manner the work undertaken by him, his subcontract shall be immediately terminated by the CONTRACTOR upon notice from the CITY. The CONTRACTOR shall be fully responsible and accountable to the CITY for the acts and omissions of his subcontractors, and of persons directly or 0 indirectly employed by them, as he is for the acts and omissions of persons directly employed by him. Nothing contained in this contract shall create any contractual relation between any subcontract and the CITY. The CONTRACTOR shall not, without the consent of the City, either: 1) Substitute any person as subcontractor in place of the subcontractor designated in the original proposal; 2) Permit any subcontract to be voluntarily assigned or transferred or allow the work to be performed by anyone other than the original subcontractor listed in the proposal; or 3) Sublet or subcontract any portion of the work in excess of one-half of one percent (.5%) of the total proposal as to which the contractor's original proposal did not designate a subcontractor. 16. INDEMNIFY AND HOLD HARMLESS AGREEMENT CONTRACTOR agrees to accept responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release the CITY, its officers, and employees, from actions, claims, damages, disabilities or the cost of litigation that are asserted by any person or entity to the extent arising out of the negligent acts or omissions or willful misconduct in the performance by the CONTRACTOR hereunder, whether or not there is concurrent negligence on the part of the CITY, but excluding liability due to the active negligence or willful misconduct of the CITY. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages to compensation payable to or for CONTRACTOR or its agents, under workers' compensation acts, disability benefits acts or other employees' benefits acts. CONTRACTOR shall be liable to CITY for any loss of or damage to City property arising from contractor's negligence or willful misconduct. As to events which occur during CONTRACTOR's performance of this Agreement, City shall hold CONTRACTOR harmless from and defend CONTRACTOR against all claims, liability, damage, or loss arising out of any injury or death of any person or damage to or destruction of property attributable to the negligent or willfully wrongful act or omission of City or its officers and employees, where the injury, death or damage is caused by the sole and active negligence or willful misconduct of City or City's employees. 17. INSURANCE Without limiting CONTRACTOR's obligations arising under Paragraph 16, above, CONTRACTOR shall not begin work under this Contract until it procures and maintains for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope. of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 00 01 11 85. B. Minimum Limits of Insurance CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability Coverages: a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the CONTRACTOR, products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope -of -protection afforded to the City, its officers, officials, employees or volunteers. b. The CONTRACTOR's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The CONTRACTOR's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. on 2. Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from CONTRACTOR's performance of the work, pursuant to this Agreement. 3. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Insurance is to be placed with insurers with a Best's rating of no less than A:VII and who are admitted insurers in the State of California. F. Verification of Coverage CONTRACTOR shall furnish the City with certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. Where by statute, the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the City before CONTRACTOR begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If CONTRACTOR fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to CONTRACTOR that City has paid the premium. G. Subcontractors If CONTRACTOR uses subcontractors or subcontractors, it shall cover them under its polices or require them to separately comply with the insurance requirements set forth in this Paragraph 17. 18. SUCCESSORS AND ASSIGNS CITY and CONTRACTOR each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein. 7 19. LEGAL REQUIREMENTS AND PERMITS The CONTRACTOR agrees to fully comply with all local, City, State and Federal laws regulations and ordinances governing performance of contractual services required hereunder, and it will be the responsibility of the CONTRACTOR to obtain any and all necessary licenses, permits and/or clearances. 20. WAIVER OF BREACH. One or more waivers of a breach of any covenant, term or condition of this Agreement by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval of either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 21. TIME IS OF THE ESSENCE Time is of the essence in the performance of each provision of this Agreement. 22. LEGALITY If any provisions of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 23. DUPLICATE ORIGINALS This Agreement may be executed in one or more duplicate originals bearing the original signature of both parties and when so executed any such duplicate original shall be admissible as proof of the existence and terms of the Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date. City of Ukiah d�ity Manager Attest: � r�/2� City Clerk Approved AyTo Form: City, Rd o 'r Officials Association Ltd. 8