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HomeMy Public PortalAboutC-20-082 - Hangtime Sports, Sports Officials ServicesCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and HANGTIME SPORTS AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND HANGTIME SPORTS THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 27 dayof'-'�,bwt42020 by and between the CITY OF CARSON, a California municipal corporation ("Ci ') and HANGTIME SPORTS, a sole proprietorship ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article I of this Agreement. While Article I describes the terms and conditions for youth and adult basketball officiating services, the Request for Proposals or Invitation for Bids also called for provision of officiating services for baseball/softball, flag football and soccer games, but Consultant has elected to provide services only for basketball games." B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article I of this Agreement (which services are restricted to provision of officiating services for youth and adult basketball games), was selected by the City to perform those services." C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SERVICES OF CONSULTANT LI. Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the `Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant 01M.W01/633308261 -I- represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3. Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4. Licenses, Permits. Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnity, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5. Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services OIOOr.W01/433311X.±pl -�- hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6. Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8. Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 01oo7.M11W35os2o1 -3- 1.9. Soeciall Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. 2. COMPENSATION AND METHOD OF PAYMENT. 2.1. Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed FIFTEEN THOUSAND DOLLARS ($15,000.00) for the initial term of the Agreement (the "Contract Sum"), or FIVE THOUSAND DOLLARS ($5,000.00) per year, unless additional compensation is approved pursuant to Section 1.8. In the event City exercises one or both of its options to extend the Agreement pursuant to Section 3.4, the compensation for each such one -yew extension period shall not exceed FIVE THOUSAND DOLLARS ($5,000.00) per year, unless additional compensation is approved pursuant to Section 1.8. 1.1. Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3. Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. ntaor nm11035MI91 -4- 2.4. Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreemem, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5. Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 3. PERFORMANCE SCHEDULE Time is of the essence in the performance of this Agreement. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit `°D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 0100]0001/03500.2pl -5- 3.3. Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. �r_x"Mlll . Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereaf, except as otherwise provided in the Schedule of Performance (Exhibit "D" ). 4. COORDINATION OF WORK Memo IMERMIT" The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Darryl Clark Owner (Name) (Title) (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be 01W7Mru0351A2nJ -6- under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2. Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3. Contract Officer. The Contract Officer shall be Timothy Grierson, Recreation Superintendent, or such other person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 4.4. In�gendent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed D1007. oonsss5NI y1 -7- to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5. Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. in the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 5. INSURANCE AND INDEMNIFICATION 5.1. Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General liability Insurance (Occurrence Form CGOOOI or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance !Form CA 0001 (Ed 1/871 including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an OW W1103ws. ai -8- amount not less than $1,000,000. Said policy shall include coverage for owned, non - owned, leased, hired cars and any automobile. (d) Professional Liabiliri. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a `claims made" basis, and most include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (t) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". 52. General insurance Reouiremen All of the above policies of insurance shalt be primary insurance and shall time the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to moor awurrasus±dl -9- comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] 71 Cons&t Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant'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. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 01w7aoa1/r03wr2y -10- 5.3. Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The oiwr.00auswsaszyi -11- indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5A. Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"). as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. . r. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein 01007 owu63350es 91 -12- or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify m "works made for hire' as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4. Confidentiality and Release of Informad (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any o1007movraM2di -13- damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 7. ENFORCEMENT OFAGREEMENT AND TERMINATION 7.1. CAlifornia Law, This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2. Disputes: Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 01WT omrsrr5W2g1 -14- DOEWTIMIT8I. I Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in perforating or failing to perform Consultant's obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien. City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4. Waiver, Waiverby any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5. Riehts and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6. Legal Action - In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cum, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Goverment Code Sections 905 et. seq. and 910 et seq., in order to pursue a legal action under this Agreement 0 Wr.M11Q35063g1 -15- This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8. Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9. Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 0100T0001103511e2gi -16- S. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1. Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2. Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3. Covenant Aeainst Discrimination Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants we employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. r Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 11017 el seg., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, 01007 16335N 2 a1 -17- Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attomeys' fees, incurred by City. 9. MISCELLANEOUS PROVISIONS 9.1. Notices, Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2. Intemretation. 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 this Agreement or any other rule of construction which might otherwise apply. 9.3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no amt agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this mwr"w'195ax±di -18- Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6. Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7. Coroorate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said parry, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SIGNATURES ON FOLLOWING PAGE 01007."110350 I d1 -19- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year fust -above written. APPROVED AS TO FORM: ALESHQLE & WYNDER, LLP Sonny K. Soltani, City Attorney [RJL] CITY: CITYOF CARSON, aqlrporation AI R bles, Mayor CONSULTANT: HANGTIME SPORTS, a sole proprietorship By: Name: Zx..,,lt Cld,-tom Title: O.Jner Name: Title: Two corporate oiBcersignatures required when Consultant is a corporation, without signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, my Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANTS BUSINESS ENTITY. 0mm.0001103508zdi -19- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or otter officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF(.OS ANGELES �%5 [he rh% fr/L� 2020 before eme,vidence personally appy rued tome nt the hasis of satisfactory evidence t rson whose names(sY � e subs hbed o the within instrument and acknowledged to me that he/shEithe9 executed the same in his/>edk* authorized capaci%jmj, and that by his/berftioKslgnatureKon the instrument the persoopf,, or the entity upon behalf of which the personpiylucted, executed the insoumrnt. I cenily under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. _ Gln'vEP S.flARRA tt Noury Public-calamnu WITNESSmyh tined ofiiCltllS "..I:a sunmigoCounty Cmm.. :2181974 /f�qn�/, M1Camm. E,fp4CSF622.2021 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this forth. CAPACITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY -PI -FACT TRUSTEE(S) GUARDIANICONSERVATOR OTHER OF PERSON(S) OR ENTTTY(IES)) 0107001/63350I dl D SC f 'ION OPATTACKED DOCUMENT 6r 4aVAW-6J TITLE 01 TYPE OF DWKUMENr �t7 NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE CALEFORNIAAL4PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, aid not the truthfulness, accuracy or volidity of that document. STATE OF CALIFORNIA LOS ANGELES . 2020 before me, personally appeared , proved to me on basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within Instrument acknowledged to me that he/shc/they executed the same in his/her/their authorized capacity(ies), and that by her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, ruled the instrument 1 certtry under PENALTY OF PEIUURY ruder the haws of the Stale of ci dfrmia that the foregoing paragraph is talc and correct. WITNESS my had and official seal. Signature: OPTIONAL TLough the dam below is not required by law, it may prove valuable to persons relying on die document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY -M -FACT TRUSTEE(S) OTHER (NAME OF PERSON(S) OR ENTFTY(IES)) 0100).0001/633509.1 q1 DESCRIPTION OFATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTI IER THAN NAMED ABOVE 1 1. Consultant will provide on an on-call basis, professional officiating services for youth and adult basketball in coordination with the City of Carson Recreation and Human Services Division, A. General 1. The Consultant shall provide basketball officiating services for the City of Carson's Youth Sports and Adult Sports games in an unbiased, professional manner that is consistent with league rules, code, and guidelines. 2. Consultant shall provide the appropriate number of officials as deemed necessary by the City for each game and at each location. Consultant acknowledges that games have time limits described herein, that tournament games shall be played in full, and that accidents or injuries can change the length of games. Consultant shall provide services pursuant to this Agreement without additional charge in the event of extended game times. Consultant acknowledges that the number of games each season depends on the number of teams registered. 3. Games may be held at any or all of the following locations: (a) Calas Park, 1000 E. 220 Street, Carson, CA 90745 (b) Carriage Crest Park, 23800 S. Figueroa Street, Carson, CA 90745 (c) Carson Park, 21411 S. Orrick Avenue, Carson, CA 90745 (d) Del Amo Park, 703 E. Del Amo Boulevard, Carson, CA 90746 (e) Dolphin Park, 21205 Water Street, Carson, CA 90745 (f) Dominguez Park, 21330 Santa Fe Avenue, Carson, CA 90810 (g) Hemingway Park, 700 E. Gardena Boulevard, Carson, CA 90746 (h) lames M Foisia Park, 23410 Catskill Avenue, Carson, CA 90745 (i) Stevenson Park, 17400 Lysander Drive, Carson, CA 90746 0) Veterans ParkNeterans Sportscomplex, 22400 Moneta Avenue, Carson, CA 90745 OIM O IIW350B.161 A-1 (k) Carson High School, 22328 S. Main Street, Carson, CA 90745 (1) Rancho Dominguez Preparatory, 4110 Santa Fe Avenue, Long Beach, CA 90810 (m) Curtiss Middle School, 1254 E. Helmick Street, Carson, CA 90746 (n) Stephen White Middle School, 22102 Figueroa Street, Carson, CA 90745 4. In the event that there is a scheduling error by Consultant or a no-show by officials which requires any scheduled game(s) to be cancelled, Consultant will be assessed a fee that is equal to 50% of contracted per game fee for each cancelled game. No other fees will be paid. 5. Consultant shall require each game official to be at the assibmed game location no less than 15 minutes prior to the scheduled game time. Game officials are not to leave the facility during the time frame in which they are assigned to officiate and must remain on site during any forfeited game(s), unless dismissed by a site supervisor. Consultant must notify the Youth Sports Coordinator and/or Adult Sports Coordinator of any games that were forfeited and the reason for the forfeiture. 6. Consultant will be notified of a game official's late arrival. Upon request and with just cause, City may request that Consultant not schedule a specific game official that repeatedly arrives after the designated starting time of their scheduled game(s). 7. All game officials provided by Consultant are required to wear the correct uniform. Uniforms are to meet the standards set by the California Interscholastic Federation (CIF) and the City. 8. Consultant is responsible for ensuring that all scheduled game officials are knowledgeable and familiar with the City's rules and modifications for each sport and that these rules will be properly enforced at each game throughout the season. Upon request and with just cause, City may request that Consultant not schedule a specific game official. 9. In the case of a protested game where the protest is upheld, that game will be replayed from the point of protest at no charge to the City. Game officials are required to document all necessary game information related to the protest on the game score card, as outlined in the section titled 'Protests' in the City of Carson Youth Sports Rule Book for each sport in the case of Youth Sports, and as outlined in the Supplemental Rule Sheet in the case of Adult Sports. OIW7aa11633ws. 191 A-2 10. Consultant is required to notify and submit a written statement of reported information to the Youth Sports Coordinator or Adult Sports Coordinator, as the case may be, on any protest that is brought to the game official's attention within 24 -hours of the conclusion of the game. Any coach, player or spectator ejections shall also be reported to the Youth Sports Coordinator or Adult Sports Coordinator within 24 -hours of the conclusion of the game. Upon request, game official will submit a written statement describing the incident and the action that was taken by the official. 11. Consultant shall require game officials to cooperate with City staff concerning any incident or injury situations and will provide the name(s) and phone number(s) of any official(s) upon request Game officials will supply any/all information necessary for proper documentation by site supervisor regarding incident or injury situations. 12. Consultant is responsible for ensuring that all game officials are aware that their presence and actions, while officiating, must always represent the City in the best possible manner. 13. City's Contract Officer or the Adult and/or Youth Sports Coordinators shall add or delete games as necessary and charges for that will be pursuant to Exhibit C- Scheduled of Compensation. Number of games scheduled shall depend on the number of participants registered. The City shall provide updated schedules to Consultant when they become available, but no later than one week prior to the scheduled game. 14. Consultant will submit an invoice bi-weekly to the Recreation and Human Services Department. For Adult Sports officiating services, Atm: Adult Sports Coordinator, Matt Jordan and for Youth Sports officiating services, Atm: Youth Sports Coordinator, Nancy Rusas. The Coordinators will review invoices and submit to the Finance Department to process payment. 15. Consultant agrees to maintain all terms, conditions and specifications of the proposal for any additions to programs during the dates listed in the scope. 16. At the start of the sport season, Consultant will provide a list containing the names and certifications of all officials that may be assigned to work games to the Adult and Youth Sports Coordinators. Consultant shall use a cloud based program like Arbiter or similar, when assigning game officials, so that the City's Contract Officer and the Adult and Youth o�osr.aoovstrsos.r pl A-3 Sports Coordinators will have the ability to access assignments and confirm that all games are covered. B. Scheduling I. All games will be played week nights starting as early as 5:00 p.m. and going as late as 10:30 p.m. Games on weekends can start as early as 8:00 a.m. and go as late as 10:00 p.m. Games may be rescheduled at any time. 2. Adult Baskelball Seasons: There will be four (4) seasons per calendar year each with a maximum of 400 regular season games and 40 playoff games for a maximum total of 440 games for the season. Seasons will run as follows: Winter - January through March Spring - April through June Summer - July through September Fall - October through December 3. Youth Basketball Season: There will be a maximum of 625 regular season games and 40 playoff games for a total of 665 games for the season, starting no earlier than December 1st and ending no later than March 15th. Tournaments may be added after the conclusion of each season. 4. Youth clinic games for Sandlot and Rookie divisions consist of a maximum 290 games for basketball. C. Staffing 1. Consultant must have insurance prior to first working assignment of each season. In the event uncertified officials are used, prior authorization by the City is required. 2, provide sufficient qualified staff aged at least 18 years of age. 3. Complete City's mandated background screening check for Consultant and ail personnel, instructors, staff, or contractors associated with provision of professional officiating services. 4. Consultant is responsible for providing the City with officials that have the knowledge and experience to effectively, confidently and objectively officiate adult and youth games throughout the City. 01M "116335M i q1 A-4 5. Consultant to ensure that its game officials have the required experience and background to officiate at a level that's equivalent to being CIF (California Interscholastic Federation) or NFHS (National Federation of State High School) certified. 6. Only for Adult Sports, officials will be compensated at the game site by each participating team. 7. City staff members can evaluate game officials on a random basis throughout the course of the regular season and tournament play. Evaluations will be discussed with the Consultant when necessary. Consultant agrees that continuation of contract agreement will be contingent upon game officials meeting an acceptable level of evaluation standards as determined by City staff. 8. Consultant agrees that City staff members have the right to evaluate and when justified, refuse the service of any official. Written justification will be provided to Consultant explaining why a game official was relieved of his duties. 9. Consultant will provide two (2) officials for each basketball game. Consultant will supply the appropriate number of officials to cover all scheduled games playing at multiple sites throughout the City, on any given day. D. Financial Responsibility I. Fiscally manage the officiating services for Adult and Youth Sports in coordination with the City Recreation and Human Services Division. Maintain complete accounting records and implement appropriate account controls consistent with standard business practices. Accounting records shall be available for audit/inspection by the City during regular working hours. 2. Must adhere to Federal and State financial reporting requirements. Provide financial statements on a monthly, quarterly and annual basis to the City Finance Department within 30 days of the period end. 3. Secure and maintain all licenses necessary to do business in Los Angeles County, California, City of Carson, and State of California. All licenses and permits are to be obtained at Consultant's expense. 4. Payment of any and all pertinent federal, state, or local self-employment, Workers Compensation or income taxes, or other assessments levied by governmental authorities on any monies earned as a result of the Adult and 01007oatu6335M.i dl A-5 Youth Sports officiating services contractual relationship with the City. The City is to be reimbursed for any claim or assessment, including interest and penalties, by any taxing authority arising out of Consultant's failure to fulfill the foregoing responsibilities. 5. Consultant shall not incur any costs or expenses on behalf of the City, except as specifically approved in advance and in writing by the City. 6. Maintain complete and adequate accounting records supporting all charges, fees, expenses and costs associated with the contract. 11. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: Accounting records, checks, disbursements upon request 111. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City apprised of the status of performance by delivering the following status reports: A. Performance reports upon request B. Access to arbiter to view and confirm schedules, officials and game information C. Updates on all official certifications including current status on fingerprinting, CPR cards and AED certification (every two yews) IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Travis Watson - site check B. Lam Clark - accounting, accounts receivables, accounts payables C. Daryl Clark, Owner - scheduling, assigning, site checks, communications with City personnel n1189r.IM1011633308.1 pl A-6 EXHIBIT "B" (Supersedine Contract Boilerplate) The Agreement is hereby amended as follows (additions are shown in bold italics and deletions are shown as s[fikeems): The first paragraph of Section 2.4, "Invoices," is hereby deleted in its entirety and replaced with the following: "2.4 Invoices. Consultant shall submit bi-weekly original invoices to the Recreation and Human Services Department. For Adult Sports officiating services, Attn: Adult Sports Coordinator, Matt Jordan and for Youth Sports officiating services, Attn: Youth Sports Coordinator, Nancy Ruses. Invoices shall reflect all work performed and expenses incurred during the preceding two weeks, shall be in a form approved by the Director of Finance, and shall comply with the requirements of Exhibit "C"— Schedule of Compensation." 11. Section 3.4, "Term," is hereby amended to read as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) three (3) years from the date hereof with a City option for two (1) additional one-year extensions as mutually agreed to by the Parties in writing, except as otherwise provided in the Schedule of Performance (Exhibit "D")." III. Section 5.1, "Insurance Coverage," is hereby amended to read as follows: "(a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $2,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. The General Liability lusuranee policy must include coverage for Sexnal and/or Physical Abuse or Molestation. Or, a separate insurance policy will need to be provided with a $1,000,000.0011mit per claim. Evidence of Sexual and/or Physical Abuse or Molestation coverage must be provided with the certificate of insurance. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. 01007 "U635508.2 rjl B -I (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. (d) Professional Liability. Referee/Umpire Professional liability insurance This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors: Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. Consultant and its subcontractors shall have insurance prior to rhe Consultant or its subcontractor being assigned to provide services pursuant to this Agreement. Consultant shall not use uninsured officials unless authorized in writing by the Contract Officer. Consultant's Officials are required to obtain their own accidenrlujury policies. The City of Carson is not responsible for any accident or injury sustained by Consultant's Officials. (f) Additional Insurance, Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B."' 01 W7ON1163350s2 yi B-2 V*ClV3I1 fain I. Consultant shall provide the services at the following rates: Sport Rate/Oifcialt Officials Time SUB -BUDGET Game Per Game *Basketball I $70/pergame 2 Per Year $5,000 TOTAL $5,000 *Youth and Adult added together The City will give a (2) hour minimum advanced notice of any cancelled or rescheduled games. This allows time to contact officials that game/games are cancelled. If the City fails to provide the (2) hour notice of cancellation, a one game fee will be paid. No other fees shall be charged. Games that are cancelled at the scheduled starting time, due to bad weather, will he paid a one game fee. If any subsequent games arc scheduled game officials are to remain on site, unless dismissed by a site supervisor. When Consultant receives more than a 2 -hour notice for any game(s) that have been cancelled or rescheduled a $10 fee per game will be paid. No other fees will be paid. IT. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the Final payment upon satisfactory completion of services. NOT APPLICABLE III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is out exceeded per Section 2.1, unless Additional Services are approved per Section I.B. IV. The City will compensate Comullaut for the Services performed upon submission of a valid invoice every two weeks, to be submitted to the Recreation and Human Services Department. For Adult Sports officiating services, Attn: Adult Sports Coordinator, Matt Jordan and for Youth Sports officiating services, Attn: Youth Sports Coordinator, Nancy Rusas. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. 01 W] 00116)350X.1 p1 C-1 B. Line items for all materials and equipment properly ebarged to the Services C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. The total compensation for the Services shall not exceed $15,000, or 55,000 per year, as provided in Section 2.1 of this Agreement. VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1. NOTAPPLICABLE omm 000veassne_161 C-2 Consultant shall perform all Services timely in accordance with the following schedule: A. See Exhibit °A" for details on basketball season. B. Consultant will staff sports officials in accordance with the specific games schedule provided to Consultant by the City's Contract Officer and/or by Nancy Ruses, Youth Sports Coordinator and Matt Jordan, Adult Sports Coordinator. Consultant will work with Ms. Ruses and Mr. Jordan for games schedule updates and changes. Il. Consultant shall deliver the following tangible work products to the City by the following dates. Accounting records, checks, disbursements upon request III. The Contract Oflieer may approve extensions for performance of the Services in accordance with Section 3.2. GIW7, ova33sos.i dl D-1 A`� he CERTIFICATE OF LIABILITY INSURANCE a Ga 113rzom THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATP(ELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: 0 Me CariMoffie holder Is an ADDITIONAL INSURED, the pallcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, aub)eol to Me terms and conditions of the policy, certain policies may require an endorsement. A statement on MIs ceHlficate dam not confer rights to the certificate holder In lieu of such erWonement(s). PROPVCER, Amedcen Specally Insurance B Risk Services.Inc. tlba AS.I.R,S.I. Insurance Agency 7609 W. Jefferson Shd., Suits 100 FOd Wayne IN 48804 TYIEOPINIVIIINC!r man FAx fNC.l1P.EM1' emREss. meumn( AmaRoxaceSERAaE xAMe MUR A: Anch Insurance Company 11150 IMRED National Associallon IN Sports Officials (NASD) 2D17 Lalhmp Avenue Rachet WI 53405 Heunm a 1 INSURma: ImURm o: INSURER a: smmF: COVERAGES CERTIFICATE NUMBER: 1081884687 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERKIO INDICATED. NOTWITHSTANOINO ANY REGUIREMENT. TERM OR CONDITON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TMS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES CESORIBEO HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDIT O NS OF SUCH POLICIES. LIMITS SHOWN MY HAVE BEEN REDUCED BY PAID CLUMS. mLTa TYIEOPINIVIIINC!r I I PWCYNVMBm asurfarfew PG1LY® Halla x Ca ER GENE LLMBBRY FAEHa cC NM { 1,000,080 CWNSMOE � OCCUR mEMgEa Er ynrrt,Iu { 1,000,000 MEDEVINuffearomom a Excluded PFRaONALaAwlwmv s 1,",OW A Y Y SECOL0279603 018,0112020 06101/3021 CErILN.GPEWTELMRaPFUEE TEN OENEMLAOOREGATE E 5,0013,000 PoLICY❑ EmY ❑LOC PROWCIS-COMPNPAaO a 5,0011,000 X OTHER: OFFICIAL $ AMM MLlOAeeoY - Es a WIN is ANYAUTO emnrlauarlP. PN.mJ s GAMY IAU7%M En AXTO"man eOOILr INnIRviPu reeWeM1 5 PAOPEq B AMNOM ONLY1aALNOE p6V IH— M1N.OhNsmAlfros Is VNBIELIAMa X VCCW 'NCNCCCWRENCE a 5.00111.000A X axcessuAs L1AIMsaJwE SBFXSOD44403 0501=20 OM1=21 AGGREGATE $ 9.000,000 set REmlrrrlws s MRNLRB xmRENIATxM y - AtmPnPLOYIm ILM YIN MNPROPRIniOIUPMRJEP2%EGRNE ❑ aRCE VENEVREXCLuoam MIA EL. EAmIMCmFNT f 5Rnw—TPLOYF IWMawyln NNl EL o5FA5 s m mrmE. vmar O SCARRN OF OPERATORS 4m, _ EL 06FASF-POOCYVmr l f IACOMrer, Coverage ARLSBAD. • oDRRYL1CLARK BA CA D2018.aNl - Coverage aDdlm b DARRVL CLARK DBA HANGTIME SPORTS, PO BO%2130, CARLSBAD, CA 92018. appliesWORTS. PO BOX 2138. -The certificetefulder shall be an addlDMnal insured, but only with respacl to the operations of Me Named insured, and subject to Me Provisions and limitations of Form CG 2026 -Additional Insured - Designated! Person a Otganlzsaon, eRecOve August 01, 2020. SHODU1 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE �j THE "PlMMON DATE THEREOF, NOTICE PALL BE DELNF.BEO IN V� T ACCOROMCEWHTHEPOMCYMMIMONS Q'Q I2,01,0 I AVMORMI)REPRFSENTATNE ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER IO: _ LOC If A� OROa ADDITIONAL REMARKS SCHEDULE Page 1 of 1 Ani American Specialty insurance &Melt Services, Inc 110JIE014eURre National Association of Sports OMdals(NASO) 2017 Lathrop Avenue Rade. NA 53405 1`0114y NUMER SSCGL0279603 pARREA Arch Irani Company also mrc 11150 enecrne"M O&01Do20 FORM IS A SCHEDULE TO ACORD FORM, -Unintentional Enos& Omissions ,$100,000 eachwmngfrl ac0$100,000AnnidAggregate per otadW ssger -Other Named Insured: National Association of Sports Officials (NASO) & NASo-member pill InclWirg officials enrolled by axiochdons, connected wish NASO, out only while acting In In& epacky as oMCUIs during spats evanb organized -Other Named Insured (conind): by recognized wa nkg body or oganlzed by another entity, where the riles of a recognized sartmodrg body am toipw suchntical Park Daparhnentorany or Organ lnsessoonM 1 uafionlaanantllesidal. ,conferences, anti slmNermeaties designetlm improve am d Intent(confdtlge Vs that crearedby ng Instructionb rr evaluation panotherrposel. - Other Named In4Ured (cenl'd)'. LLC's Ihd are traded by an NASO membmoflidals ea the sok purpose of handling payments from eiraiagng and assigning epih ad Named Otho seso Insured (coM'd): It is /Me p understood and agreed that NASO mamba nHpals and hbgmr eespapiva LLC Is considered b be one entity (or Me purposes Aggregate amupiwut Me policy and dlamendatory ardormmeMe. - The thanes Aggregate . the applies ate Limit will of a ply im Msantl uMmthls paYry. a single In Ina event of of $2 ,0 on yr nam pia collea9tely t more than offeight ls' =ve , dna Aggregate Limit will nip apply separebly b each -otgcar, and a single aggregate IMN of $20,000,000 will apply colledNely to all intlhe General coveratl under this polity, The Generalaabity polity In net Wavern Subreion for as per Fane, 2404 WaiverpTmndero/Rgds of Rewvary Against Others bUs. The general Liability policy tloes net mnbin an exclusion ler sexup abuse, molestatbn, miscondup, or sMYaronanses. r{iU1�ldK9:1.1K•1:{Y•]:a91[K�_W iI•I i1F1 The ACORD name and logo are registered marks of ACORD POLICY NUMBER: SBCGL0279603 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any Certificate Halder identified as an additional insured on a Certificate of Insurance issued by American Specialty Insurance & Risk Services, Inc. dba A.S. I.R.S.I. Insurance Agency, American Specially Insurance & Risk Services Agency, and A S Insurance & Risk Services Agency A. Section It — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or 'personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law, and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less, This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 C ISO Properties, Inc., 2004 Page 1 of 1 0 POLICY NUMBER: SBCGL0279603 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: The person or organization with whom the insured has executed an agreement or contract prior to the loss, Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph B. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ® Insurance Services Office. Inc., 2008 Page 1 of t Cl roosaeurrriaa9oasaswusose v+w.wmw all '- .�fl�%�i7n�f--1��� wiFY. (l (Y/r✓� PERSONAL AUTOMOBILE POLICY DECLARATION Ober To Renew Decimal eSedNe Jun 17, 20W 87.52 8235 62.00 2U-�Ypta �llaLlV/�Q44lbQ 24.56 4.38 2.86 MOMS�Nt Jun My for me PoXOE M 12:es 01 178.94 YMm�nte in1at �2ree Famed wnnbewllaM vpddcy IARAECLARK 04 WAWANESA INSURANCE DARRYL CLARK PO BOX 2138 9050 FRIARS RD STE 101 CARLSIl CA W019 SAN DIEGO CA 92108-5865 Telephone: 1-800.640-2920 Polley Number Account Number Policy Period 12:01 A.M. MMam 6me at the Others of Ne 21915550 From Jun 17, 2020 in Doc 17, 2020 Named Imure l as slated lamen Named Insurers Phone Number: - Named Insured's Email Address: - Your 6 month premium for two (2) vehicle(s) Is $436.69. Refer to the breakdown of premiums below. Description of Owned Vehicles) Vehicle Year Make Modal VehlcIe Idenfficatcn Number Premium per Vehicle ($)I 1 2073 ITayota COROLLA LISILE SVFBUl DO 75416 259.75 for Vehicles Insurance Is provided only with respect to the coverage's for which a Premium is stated, subject to all conditions of the policy. Coverage and Limits of Liability Premiums per Vehicle (S) See Policy for Covemge Debate 1 Alf Anyorl Elated are forihe full month teem. 2 132.15 87.52 8235 62.00 30.87 24.56 4.38 2.86 Hill 178.94 May 17, 2020 M45 CT "Wawanesa Insurance" is a trademark of Wawanna General Insurance Company