HomeMy WebLinkAbout2016-426-E DEAPR - Fun2Ref, LLC for referee services DocuSign Envelope ID: DEOD67EB-234A-428E-AD5D-E173255F6751
[Departmental Use Only]
TITLE Referee Services
FY 2016-2017
NORTH CAROLINA
SERVICES AGREEMENT UNDER $90,000,00
NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 27th day of
July, 2016, ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Fun2 Ref LLC„
(hereinafter, the "Provider"),
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1, Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type ofproject): referee services
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof, Compensation to the Provider for
Basic Services wider this Agreement shall be as set forth herein.
2. Responsibilities of the Provider •
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care,
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns in the performance of the Agreement. Provider shall
correct. any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
vi) In determining the basic services to be provided, should any documents be
referenced in this Agreement, the terms of this Agreement shall have priority in
any conflict between the terms of referenced documents and the terms of this
Agreement. Should a request for proposals and a proposal be referenced the
terms of the request for proposals shall have priority over the terms of any
proposal.
3. Basic Services
a. Basic Services, The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Youth Spring and Fall Soccer League (1.18-
U13—$30 official/1 official; U14 and above-435 per official/2 officials); Youth Winter
and Summer Basketball League (all age groups $26.00 per official; Pee Wee and Girls
Divisions - 1 official; Mites, Midgets, and Juniors - 2 officials); Youth Volleyball
League (U12=$30.00 per official/I official; U16435,00 per official/1 official); Adult
Winter and Summer Basketball League ($30.00 per official, 2 offiicals); Adult Fall
Softball ($25.00 per official/2 officials). A fee of$5.00 per game rate for all semi-final
and final tournament games for youth and adult athletic leagues. A single game rate will
be paid at 1.5 normal rate per game including the event of a rainout cancelling the
second of two scheduled games. A fee of$2.00 per game will be paid for all canceled
games. An assigning fee of $200.00 per each athletic league to include Youth Spring
Soccer, Youth Fall Soccer, Youth Volleyball, Youth Winter Basketball, Youth Summer
Basketball, Adult Summer Basketball, Adult Winter Basketball, Adult Fall Softball. -
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Fun2Ref, LLC will pay a fee of$15.00 per official per game in the event an official fails
to show up for a scheduled game. Fun2Ref, LLC will pay a fee of $5.00 if an official
does not arrive at the scheduled game time.
4. Duration of Services
a. Term. The term of this Agreement shall be from July 27, 2016 to June 30, 2017.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be July 19,
2016.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement.
The maximum amount payable for Basic Services shall not exceed thirty-eight thousand,
one hundred, ninety-three Dollars ($38193.00). Payment for Basic Services shall
become due and payable within thirty (30) days of Provider properly invoicing County.
Payment shall be subject to provisions of Section 5(b),
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute, Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Molly Fitzsimons,
Recreation Manager and Lee Barnes, Recreation Manager) to act as the County's
representative with respect to the Project and shall have the authority to render decisions
within guidelines established by the County Manager and/or the County Board of
Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
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7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Conunercial General
Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any
additional insurance as may be required by County's Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountvnc.gov/departments/purchasing division/contracts.php). If
County's Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of n/a (if no additional insurance required mark N/A as
being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
$. Indemnity
a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County
from all loss, liability, claims or expense, including attorney's fees, arising out of or
related to the Project and arising from bodily injury including death or property damage
to any person or persons caused in whole or in part by the negligence or misconduct of
the Provider except to the extent same are caused by the negligence or willful
misconduct of the County. It is the intent of this provision to require the Provider to
indemnify the County to the fullest extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider, The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice to
the Provider,
b. Other Termination, The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
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ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
c. Suspension. County may suspend the Basic Services and this Agreement at any time for
County's convenience and without penalty to County upon three (3) days' notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-
86.58.
c. Anti-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
and federal anti-discrimination laws, policies, rules, and regulations and the Orange
County Anti-Discrimination Policy. Any violation of this requirement is a breach of this
Agreement and County may immediately terminate this Agreement without further
obligation on the part of the County. This paragraph is not intended to limit and does
not limit the definition of breach to discrimination.
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
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e, Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
£ Severability, If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties,
g. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider, The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County's obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County's authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority,
Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute
Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider's Name
Attention:Chris Sousa Fun2Ref, LLC
P.O. Box 8181 1105 Infinity Road
Hillsborough, NC 27278 Durham,NC 27712
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[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
DocuSigned by:
DocuSigned by:
j561/ULAA-t tka"murstui artuiu. (pit&v, NA,latr
0637994B755E477 By: 8E027AE66E6B401
County Manager
. Arlene Lynn Dunbar
Printed Name and Title
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DocuSign Envelope ID: DEOD67EB-234A-428E-AD5D-E173255F6751
ACO °R CERTIFICATE OF LIABILITY INSURANCE DATE(MMIODJYYYY)
09/25/2015
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.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(Ies)must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
Tanya A Marsh lPN14C0.NN4,exU: FAX N al:
5410 NC HIGHWAY 55 ADDRESS:
STEM INSURER(S)AFFOROINGCOVERAGE NAICM
DURHAM NC 27713 INSURER A: NATIONWIDE MUTUAL FIRE INSURANCE COMP/ 23779
INSURED INSURERS:
INSURER C:
FUN 2 REF LLC INSURER D:
1105 INFINITY RD INSURER E:
DURHAM NC 27712-9795 INSURERF:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING 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.
'HER TYPE OF INSURANCE IN SD SWVO POLICY NUMBER (MM,ODYIYYYY) IMMIoomYYI LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
1 CLAIMS MADE XJ OCCUR PREMISES(Ea ccomrence) $ 100,000
MED EXPjAny one person) $ 1,000
A X ACP GLGO 2245150455 08/1612015 08/16/2016 PERSONAL 8 AOV INJURY $ 1,000,000
_GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
X POLICY Vri LOC PRODUCTS-COMP/OP AGO $ 2,000,000
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
_(Ea accident)
ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS AUTOS
HIRED AUTOS
NON-OWNED WNED (Per aaEERR,dTY DAMAGE
$
UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 1,000,000
A EXCESS LIAR CLAIMS-MADE ACP CAF 2245150455 08/16/2015 08/16/2016 AGGREGATE $ 1,000,000
DEO I RETENTION$ - -$
WORKERS COMPENSATION
AND EMPLOYERS'LIABILITY YIN PER EERH
ANYPROPRIETONPARTNERJEXECUTIVE E.L.EACH ACCIDENT -$
OFFICERIMEMREREXCLUDEDT NIA
(Mandatory In NH) E_L.DISEASE-EAEMPLOYEE S
it yes.describe under
DESCRIPTION OF OPERATIONS brow E.L.DISEASE-POLICY LIMIT -$
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached II more space Is required)
CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED FOR LIABILITY.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ADDITIONAL INSURED ACCORDANCE WITH THE POLICY PROVISIONS.
ORANGE COUNTY
AUTHORIZED REPRESENTATIVE
PO BOX 8181 E.LETITIA HUNTER
HILLSBOROUGH NC 27278
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