HomeMy WebLinkAbout2018-322-E DEAPR - Fun2Ref referee servicesDocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
[Departmental Use Only]
TITLE Referee Services
FY 2018-19
NORTH CAROLINA
SERVICES AGREEMENT UNDER $90,000.00
NO RFPIRFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 17th day of
July, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County ") and Fun2Ref, LLC,
(hereinafter, the "Provider ").
W)ITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
iollows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): 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 under 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
Revised 10/17
1
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
duality, 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): The services to be rendered pursuant to this
agreement are as follows:
b. Youth Spring and Fall Soccer League - U8 through U12 - $35.40 per official, U14 and
above - $40.04 per referee.
c. Youth Winter and Summer Basketball - All ages $26.00 per official,
d. Youth Volleyball League - $35.00 per official.
e. Adult Winter and Summer Basketball League - $30.04 per official
f. Adult Springy: and .Fall Softball - $25.00 per official.
g. Youth Flag Football League = $40.00 per official
h. Single game rate will be paid at 2 times normal rate per game, including the event of a
rainout, cancelling the second of two scheduled games.
Revised 10117
2
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
i. Scheduled games cancelled two hours in advance of star time shall result in no official
fees being paid for cancelled games.
j. Scheduled games cancelled within two hours in advance will require payment of 50% of
the per official fee based on the per official fees listed above b. through g.
1(.
4. Duration of Services
a. Term. The term of this Agreement shall be from July 23, 2018 to June 30, 2019.
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 17,
2018,
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 Forty thousand
Dollars ($40,000.00). 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 a(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 (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.
Revised 10117
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
7. Insurance
a. General Requirements, Provider shall obtain, at its sole expense, Commercial 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.orangecountync.goy /departments /purchasing division/contracts php). If
County's Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of (if no additional insurance required mark
NIA 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,
8. Indemnity
a, Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury
including death 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.
14. 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
Revised 10117
4
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
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.
e, 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 identified, on the list created by the State Treasurer pursuant to
G. S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147- 86.81.
c. Non - 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 non - discrimination laws, policies, rules, and regulations and the Orange
County Non- Discrimination Policy and Orange County Living Wage Policy (each policy
is incorporated herein by reference and may be viewed at
http://www.orangecounlync.gov/departmeiits/p-Lirchasing divisionlcontracts, h .) Any
violation of the Orange County Non - Discrimination Policy 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
Revised 1Oh7
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
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.
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,
f. 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 tinder 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,
L Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 1 IA 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:
Revised 10117
6
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
Orange County
Attention.Cluis Sousa
P.O. Box g 181
Hillsborough, NC 27278
[SIGNATURE PAGE TO FOLLOW]
Revised 10117
Provider's Name
Arlene Lynn Dunbar
1105 Infinity Road
Durham, NC 27712
DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A
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:
By. EDocuSigned by:
fOGa7994B755E477 .
County Manager
Revised 10117
PROVIDER:
DocuSigned by:
Eb�w& v w
By: S E 027AEN E63401 .
Arlene Lynn Dunbar
Printed Name and Title
DocuSign Envelope ID: 216D8731 -BO68- 4631- 8F8E- 67EC5B37BB8A
CERTIFICATE OF LIABILITY INSURANCE Welk Wyr"
t7RlI"2't'J�t1G
rlfavletll THIS CERTIFXAT40N IS ISSUED AS A MATTER OF IIiFDiiMATION
mto-All chlomuH I111hUf*m: 0 Ajpocy, LIA; ONLY AND CONFERS NO RI'OWS UPON THE CER11FICATC+
x5410 NC 11414 4y $3, sulfa M KULDER, THJS GERTIIFICATE WES NOT AMEND, EXTUO OR
f3u+11am, 14C 17713 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
314- �3d -�1�
- - -- — — --
HsuRl1:) Imla.:rxA
FurLZRRI, LLC 4 +,+1slt-c . Rx vakr+{nawrlln eM4Iax�lInnsl u�InCcomartrap^�r n-� X 110510rdtlAuai
Durhwn, NC 27117IR9 I�.riYJt C:
Ivs:�a5a ax -- .r
iw.5.77.trt �• �
Tk >' POL9LICA OF INSURA4CG L*TC0 0ZL W RX017 VEEN MUM TO Toll iNSURED NA61ED OBOPlE FOR THE POUCT PCRJO0INDICATM. NOTY{fMSTANUIHG
/ANYRtOUF T,WIR4ICRC0fi,3 10HOFAhYCONTRhGTCA0- niF13O:; W 1Ar RTWWNR174PE CTTO %W411TH*CERTWICATG WAY PLO ID%=UR
A"Y K RTiN TIC IH.9L1R91Wt: AFrORDEb t1Y' PIC POMIX4 ¢fzRi~Fvrirtl 1117RON Is 5t4JECT TO ALA TIM TA RIAN, sCXCLU5I0611 AND CONIHTICHS aF sarCN
IWLIOLN. AIGRL'GRTL Llttrl3 WIMM1 MAY HAVE W=4 REITLICM 0-f I'M CLAIW I,
IU50- 2 mu4'Y CrrL7CTr>"T: rcuGr'CIfPTIwrLD ...... -
LT✓Sm,:ir TIM Cf ?Iwift"cr �~ "Lrly HU4t6tH ORTI rY7LT3.xrf) a,%rL' Y -W,T i i1lr4�s
4W1r1AkLDA"" {
CAC II CAC u ISE :C
x A,
HLaLa Wk W. RYL IUU9 0,r
ACn�GLCId]7]35154•i35
g8ti „'201&
4 & #1 {,'Tfl17
f 1,000,QOa
CrWtA1W, AGO"Da LTt
L�G:utiBLrAtse OCCUR
rNLInu4'I AaF1
I 20",G•OD
PINSiC+fAl 4A"1VJRR>r
1,I)DILOOD
f 30kca
u A,M,%d k r u Fl"f n
1
FIF.b`dffL.IFJr04WWTC+b__
_
G-;.Ht "Qp:aArC Lull'Ap{lut9 PLNi
LE6 CAP 11.7y crs par vl
I 4.000
0 LI
r11MY •Ater !� cr1C
I
AUT090atY Ltl>ar.nY
-
COWfliML9314iJ r! LIB
r
xlarwl�
iu mtclikrtl
_.._. --
tLLfr1rC3L3�1JTG3
_
tftrtrLY I*011340
_
1
xr�a�nue>saNJTr?A
i'e� P +T+'f
rT+ex11!rla�
�
HIIL.I.r Iwulfr
1
hCN�UVYh>:�IitTr+d
�
prtrb+dl+larN
P0C,P9rr1l' MWAU
I
�
I.lua:ctiasq
ri.' 15r LULL L I r V
$1JVTO 0KLY• eA AC C EC#'r
I
"0AUr0
CAACC ;
41R[RTkWi
AUTO RHLY- Auu
La&r".P.V61"YL:cLt 1.1/3Wrf
cAr+accunFICHEJ-
''.�
,
„CP d: 2iiit §C�{
6 %;3fF2}18
1[iIS617
1W7RCi+SkiG
i 1 711 4.
i+ufs.R + CL.1W[.YAh
I
1� li[b:AC7PLLC
i
y
—IT
9 W AKIN C4LLKHSATKalAhR
Tfll[A ulLrre Ln',
0"I.COLMS, LLa21'L17Y
YiC-' ' -01' ifI0;96p-p
ptl"l91Y•G18
4PJaa1t7U1T rLI_ LA-eWACC::L'SH”
Aa#tpgGPltrT+7AkT4STiel LrrkC
i 100 m0
Cw1mc7ff KVt•ku!.x Et[xUOM”
91&JlP AC- Cdl21E'L> WC I °IO0gmu
9t ErLtL /*Wrx r.H$»rats ,.
kl Gq P'Y.7F +Pd.4 YLlY I( # 000.$00
I
_
W[@ =RFrom Or 00 EnArnh 5 d LMAIT --041 "1Kt.Cs LY.CLL* "oAl7;Oto CFO Cti: Cr1!'a_ii U1 f I P A . F" C!,1 r;Wth
ADDITIONAL JN.5' URED
ORANGE COUNTY PARK, ATHLETICS, AND
RECREATION UIVISIONS
300 WELT TRYON ST
IkILL.S60ROUGI -I, NO 27278
LCCI[1f11YR JIfi n I Inn L
fH;1 MHO MY Of I AntW4 AW118r 0 -ftMG2 WC 12 IACC2 M GC r, R L T I I L UP lUrG H,
oArr 11imOP. Tim IIB'rrW hu ale.+Rr'•L4 t4ztAyum Tb 1Ma, "_ LIA %a VWgaum
401u;+ 10 WAYJFW To INC LL'rr.OJT rALL11RGTO00 SO %HALL
tgr -OIt:40 uWLbXT)04 0 LUA ILr1 o a AHr H1%0 t,N 14 tHk I W HfN. 114 311�9Hr it AA
WrpitFf.:krATaaiC ri
wr n of sZ AC%R LJ LnT to r.T
1€186