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HomeMy WebLinkAbout441986 NORTHERN COLORADO SPORTS OFFICIALS - CONTRACT - AGREEMENT MISC - NORTHERN COLORADO SPORTS OFFICIALSMisc. Service Agreement – Northern Colorado Sports Officials Page 1 of 10 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and NORTHERN COLORADO SPORTS OFFICIALS, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit "A", consisting of two (2) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence September 30, 2014, and shall continue in full force and effect until October 1, 2015, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one (1) year periods, not to exceed four (4) additional one (1) year periods. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: NCSO Attn: Sean Grogan 120 Whitney Court Windsor, CO 80550 City of Fort Collins Attn: Marc Rademacher PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein per attached Exhibit A – DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 2 of 10 Scope of Services, a rate of $73.00 per game. Service Provider shall submit an invoice to the City prior to the start of the fall season, after schedules and registration is completed, based on the number of games scheduled to be played during the season. Payment shall be made for all undisputed charges via Automatic Clearing House (“ACH”) direct account- to-account electronic deposit within thirty (30) days of receipt of an invoice. The Service Provider herein agrees to execute the applicable direct deposit authorization form. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this Agreement. All requests concerning this Agreement shall be directed to the City Representative. 7. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in Exhibit A - Scope of Services without the prior written consent of the City, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an Agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 3 of 10 Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire Agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “B”, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 4 of 10 Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Service Provider Personnel. Service Provider shall control the conduct and demeanor of its agents and employees. The Service Provider agrees to provide to the City at all times a current list of employees, volunteers and other representatives or agents of the Service Provider that will be working on behalf of the Service Provider in providing services to the City under this Agreement. The Service Provider and the City acknowledge and agree DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 5 of 10 that certain services provided by the Service Provider will require that employees and volunteers of the Service Provider act in positions of trust which will entail the handling of and accounting for City property, or direct contact with youth and other members of the general public. Upon objection from the City concerning trustworthiness, fitness for provision of services under this Agreement, competence or suitability of any individual for a position of trust of any kind, or concerning conduct, demeanor and/or competence of any employee or volunteer of the Service Provider, the Service Provider shall immediately take all lawful steps to remove the cause of the objection or to remove such individual from the performance of any services provided hereunder. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit “C“ - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 6 of 10 CITY OF FORT COLLINS, COLORADO a municipal corporation By:_______________________________ Gerry Paul Director of Purchasing and Risk Management Date:_____________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney NORTHERN COLORADO SPORTS OFFICIALS By:_______________________________ __________________________________ PRINT NAME __________________________________ TITLE Date:_____________________________ DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Sean Grogan Owner 9/30/2014 10/6/2014 Misc. Service Agreement – Northern Colorado Sports Officials Page 7 of 10 EXHIBIT A SCOPE OF SERVICES Northern Colorado Sports Officials (NCSO) shall provide referees for the City of Fort Collins (City) Youth Tackle Football League for the 2014 fall season. NCSO shall provide three referees per game; a minimum of one certified official. This number may change if unforeseen circumstances arise that cause a referee to be late to a game or miss a game entirely. In such an instance, a three man crew may be used to officiate one or more games. That official shall be paid the same amount based on the game(s) that he or she works. The City shall be reimbursed the game fees not paid to the missing official(s). On Saturday mornings, an allowance of two extra certified officials may be scheduled at the City’s discretion. The referees shall be trained by NCSO. The City shall provide the game rules to NCSO prior to the first game of the fall season. NCSO shall provide additional training to the referees based on these rules. Referees shall be required to wear the full, City approved uniform and the City shall provide the uniforms to NCSO. The rate is $73.00 per game. This rate includes game fees for the officials and a scheduling and administration fee of $5.00. These costs shall be paid in full prior to the start of the fall season, after schedules and registration is completed, based on the scheduled number of games to be played during the season. NCSO shall be responsible for the dispersing of game fees to all scheduled referees. If a game is cancelled for any reason, one hour or more prior to the scheduled start time, the City shall bear no responsibility for payment of the game fees. The scheduling/administration fee shall be paid, regardless of whether a scheduled game is played or not. There is NO CHARGE for rescheduling cancelled games; such rescheduling is part of the initial administration cost. If NCSO is unable to provide officials for a scheduled game, NCSO shall give the City’s Youth Sports Coordinator a minimum of 78 hours’ notice. If a game is filled with only two officials, the absent third officials’ pay shall be split 25% to each of the other two officials and the City shall be refunded the remaining 50% of game fees. Should a game be cancelled less than an hour prior to game time, and NCSO is unable to contact the officials prior to their arrival at the field, the City shall pay half the game fees. The City shall be liable for another full game fee for the rescheduled game, should one be rescheduled. If any game has started and is subsequently cancelled for any reason, the City shall be responsible for the full game fee. If it is determined that the officials started the game in bad faith (i.e. by declaring conditions fit to play when clearly the contrary is true) the City shall not be DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 8 of 10 liable for any payment to the involved officials and the officials involved shall be disciplined in accordance to NCSO policy. At the conclusion of each season, NCSO and the City shall meet to determine what additional money is owed to NCSO or needs to be refunded to the City, in the event of cancelled or added games. NCSO shall provide the City with a certificate of insurance naming the City as additionally insured for the current season, and each subsequent renewal term. The City of Fort Collins Recreation staff shall be granted “read only” access to the NCSO website to access referee schedules for scheduled games. Training on such use will be provided by NCSO. NCSO staff shall be on- call from 7:00 am – 7:00 pm on scheduled game days at the on- call number of (970) 556-2010. Any complaints, commendations or other feedback regarding the referees assigned to this league shall be managed by the City of Fort Collins Recreation Office of Youth Sports Coordinator. NCSO shall have no direct contact with any parties other than as deemed necessary and appropriate by both NCSO and the City. DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 Misc. Service Agreement – Northern Colorado Sports Officials Page 9 of 10 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insured on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this Agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 No new insurance needed Misc. Service Agreement – Northern Colorado Sports Officials Page 10 of 10 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05 CERTIFICATE OF INSURANCE INSURERS AFFORDING COVERAGE INS. A: INS. B: INS. C: INSURED COVERAGES INS LTR POLICY TYPE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS ADDITIONAL INSURED CANCELLATION AUTHORIZED REPRESENTATIVE General Aggregate Each Occurrence Medical Expense Limit (Any One Person) Damage to Premises Rented to You (Any One Premises) Each Occurrence Personal and Advertising Injury Products-Completed Operations Aggregate General Aggregate - Per Official XS GL 09/16/2014 12:01 a.m. 12:01 a.m. National Association of Sports Officials (NASO) 2017 Lathrop Avenue Racine, WI 53405 SEAN GROGAN 120 WHITNEY COURT WINDSOR, CO 80550 A A CITY OF FORT COLLINS 413 S. Bryan Ave. Fort Collins, CO 80521 AXGL04100089-11 AXIS Insurance Company AXXS03100311-11 04/27/2014 04/27/2014 12:01 a.m. 12:01 a.m. 2,000,000 2,000,000 Excluded 300,000 1,000,000 1,000,000 2,000,000 2,000,000 04/27/2015 04/27/2015 AXIS 8000(08/14) CERT NUMBER: 1000987606 - - - Other Named Insured:National Association of Sports Officials(NASO) & NASO-member officials, including officials enrolled by associations, contracted with NASO for which a premium has been paid under this policy, The Certificateholder is only an additional insured with respect to liability caused by the negligence of the Named Insured as per Form AX IS1003- Additional Insured - Certificateholders, effective April 27, 2014. Other Named Insured (cont'd):but only while acting in their capacity as officials during sports events organized by a recognized sanctioning body, such as local Park Department or any formal organized association, and while assigning, acating as a board member or committee member of an officials associaiton, and while attending seminars, conferences, and similar meetings designed to improve their officiating knowledge and skills. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. American Specialty Insurance & Risk Services, Inc. 142 North Main Street Roanoke, Indiana 46783 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER DocuSign Envelope ID: 436A4BD3-1028-4D18-98A2-0670012C9F05