HomeMy WebLinkAboutCVCSF - Granite Park Programming abd Recreational Services#, /s - 35q
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SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA
Recreational Services and Programming at Granite Park
CITY OF FRESNO, a California municipal corporation (hereinafter referred to as "C|TY"), and Central
Valley Community Sports Foundation, a California nonprofit corporation (hereinafter referred to as
"SERVICE PROVIDER").
RECITALS
WHEREAS, CITY desires to obtain recreational services and programming at City-owned
propeñy known as Granite Park (the "Facility"); and
WHEREAS, SERVICE PROVIDER is engaged in the business of promoting a healthy, livable
community with opportunities for physical activity as well as personal and cultural enrichment, and
hereby represents that it desires to and is professionally and legally capable of performing the
services called for by this Agreement; and
WHEREAS, this Agreement will be administered for CITY by its Parks, After-school,
Recreation and Community Services Department (hereinafter referred to as "Administrator") or
designee
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and
premises hereinafter contained to be kept and performed by the respective parties, it is mutually
agreed as follows:
L Scope of Services. SERVICE PROVIDER shall perform to the satisfaction of CITY the
services described in Exhibit A, including all work incidental to, or necessary to perform, such
services even though not specifically described in Exhibit A.
2. Term of Aqreement and Time for Pedormanoe. This Agreement shall be effective from
the date SERVICE PROVIDER notifies City in writing the improvements at the Facility are
substantially complete, and SERVICE PROVIDER is prepared to begin providing the services as
described in Exhibit A ("Effective Date"), and shall contrnue in full force and effect through the date
that is ten years from the Effective Date.
3. Compensation.
(a) SERVICE PROVIDER'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be an annual fee of $150,000
(the "Annual Fee"). Such fee includes all expenses incurred by SERVICE PROVIDER in
performance of the services.
(b) Payment of the first installment of the Annual Fee shall be made on the
Effective Date, and annually thereafter on the anniversary of the Effective Date.
(c) The parties may modify this Agreement to increase or decrease the scope of
services or provide for the rendition of services not required by this Agreement, which
modification shall include an adjustment to SERVICE PROVIDER'S compensation. Any
change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party SERVICE PROVIDER shall not be
entitled to any additional compensation if services are performed prior to a signed written
amendment.
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4. Termination, Remedies and Force Majeure.
(a) This Agreement shall terminate without any liability of CITY to SERVICE
PROVIDER upon the earlier of : (i) SERVICE PROVIDER'S filing for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a
third pafty against SERVICE PROVIDER; (ii) CITY'S non-appropriation of funds sufficient to
meet its obligations hereunder during any CITY fiscal year of this Agreement, or insufficient
funding for the Project; or (iii) expiration of this Agreement.
(b) lmmediately upon any termination or expiration of this Agreement, SERVICE
PROVIDER shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of
its subcontractors to cease work; and (iii) return to CITY any and all unearned payments and
all propedies and materials in the possession of SERVICE PROVIDER that are owned byCITY. Subject to the terms of this Agreement, SERVICE PROVIDER shall be paid
compensation for services satisfactorily performed prior to the effective date of termination.
SERVICE PROVIDER shall not be paid for any work or services performed or costs incurred
which reasonably could have been avoided
(c) ln the event of termination due to failure of SERVICE PROVIDER to
satisfactorily perform in accordance with the terms of this Agreement, CITY may withhold an
amount that would othen¡¿ise be payable as an offset to, but not in excess of, CITY'S damages
caused by such failure. ln no event shall any payment by CITY pursuant to this Agreement
constitute a waiver by CITY of any breach of this Agreement which may then exist on the part
of SERVICE PROVIDER, nor shall such payment impair or prejudice any remedy available to
CITY with respect to the breach.
(d) Upon any breach of this Agreement by SERVICE PROVIDER, CITY may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to
it under applicable laws of the State of California or any other applicable law; (ii) proceed by
appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct,
indirect, consequential, economic and incidental damages for the breach of the Agreement. lf
it is determined CITY improperly terminated this Agreement for default, such termination shall
be deemed a termination for convenience.
(e) SERVICE PROVIDER shall provide CITY with adequate written assurances of
future performance, upon Administrator's request, in the event SERVICE PROVIDER fails to
comply with any terms or conditions of this Agreement.
(f) SERVICE PROVIDER shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of SERVICE PROVIDER and without
its fault or negligence such as, acts of God or the public enemy, acts of CITY in its contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather,
and delays of common carriers. SERVICE PROVIDER shall notify Administrator in writing as
soon as it is reasonably possible after the commencement of any excusable delay, setting
fotlh the full particulars in connection therewith, and shall remedy such occurrence with all
reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of
such occurrence.
(g) Default by SERVICE PROVIDER under this Agreement shall be considered
grounds for City to terminate any related agreement concerning the Facility.
5. Professional Skill. lt is further mutually understood and agreed by and between the
parties hereto that inasmuch as SERVICE PROVIDER represents to CITY that SERVICE PROVIDER
and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the
standards of said profession necessary to perform the services agreed to be done by it under this
Agreement, CITY relies upon the skill of SERVICE PROVIDER and its subcontractors, if any, to do
and perform such services in a skillful manner and SERVICE PROVIDER agrees to thus perform the
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2
services and require the same of any subcontractors. Therefore, any acceptance of such services by
CITY shall not operate as a release of SERVICE PROVIDER or any subcontractors from said
professional standards.
6. lndemnification. To the furthest extent allowed by law, SERVICE PROVIDER shall
indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and
volunteers from any and all loss, liability, fines, penalties, forJeitures, costs and damages lwhettrer in
contract, tort or strict liability, including but not limited to personal injury, death at any time and
property damage), and from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the
negligence, recklessness or willful misconduct of SERVICE PROVIDER, its principals, officers,
employees, agents or volunteers in the performance of this Agreement.
lf SERVICE PROVIDER should subcontract all or any portion of the services to be performed
under this Agreement, SERVICE PROVIDER shall require each subcontractor to indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
7. lnsurance.
(a) Throughout the life of this Agreement, SERVICE PROVIDER shall pay for and
maintain in full force and effect all insurance as required in Exhib¡t B, which is incorporated
into and part of this Agreement, with an insurance company(ies) either (i) admitted by the
California lnsurance Commissioner to do business in the State of California and rated no less
than "A-Vll" in the Best's lnsurance Rating Guide, or (ii) as may be authorized in writing by
CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. 1ne
required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less
than those amounts stated therein. However, the insurance limits available io ClTy, its
officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified therein or the full limit of any insurance proceeds to the
named insured
(b) lf at any time during the life of the Agreement or any extension, SERVICE
PROVIDER or any of its subcontractors fail to maintain any required insurance in full force and
effect, all services and work under this Agreement shall be discontinued immediately, and all
payments due or that become due to SERVICE PROVIDER shall be withheld until notice is
received by CITY that the required insurance has been restored to full force and effect and
that the premiums therefore have been paid for a period satisfactory to ClTy. Any failure to
maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement.No action taken by CITY pursuant to this section shall in any way relieve bfnVlCf
PROVIDER of its responsibilities under this Agreement The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by ClTy that an
insurer has commenced proceedings, or has had proceedings commenced against it,
indicating the insurer is insolvent.
(c) The fact insurance is obtained by SERVICE PROVIDER shall not be deemed to
release or diminish the liability of SERVICE PROVIDER, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify ClTy shall apply to
all claims and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by SERVICE
PROVIDER. Approval or purchase of any insurance contracts or policies shall in no way
relieve from liability nor limit the liability of SERVICE PROVIDER, its principals, officers,
agents, employees, or persons under the supervision of SERVICE PROVIDER, vendors,
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suppllers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly
or indirectly by any of them.
(d) Upon request of CITY, SERVICE PROVIDER shall immediately furnish CITY
with a complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the undenvriter to be a true and correct copy of the
original policy. This requirement shall survive expiration or termination of this Agreement.
(e) lf SERVICE PROVIDER should subcontract all or any portion of the services tobe performed under this Agreement, SERVICE PROVIDER shall require each
subcontractor/sub-consultant to provide insurance protection, as an additional insured, to the
CITY and each of its officers, officials, employees, agents and volunteers in accordance with
the terms of this section, except that any required certificates and applicable endorsements
shall be on file with SERVICE PROVIDER and CITY prior to the commencement of any
services by the subcontractor. SERVICE PROVIDER and any subcontractor/sub-consultant
shall establish additional insured status for CITY, its officers, officials, employees, agents and
volunteers by using lnsurance Service Office (lSO) Form CG 20 10'11 85 or both CG
20 101001 and CG 2037 1001 or by an executed manuscript company endorsement
providing additional insured status as broad as that contained in ISO Form CG 20 1011 85.
8. Conflict of lnterest and Non-Solicitatlon.
(a) Prior to CITY'S execution of this Agreement, SERVICE PROVIDER shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth in
Exhibit C. During the term of this Agreement, SERVICE PROVIDER shall have the obligation
and duty to immediately notify CITY in writing of any change to the information provided by
SERVICE PROVIDER in such statement.
(b) SERVICE PROVIDER shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 etseq., the
California Political Reform Act (California Government Code Section 87100 et seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure and
disqualification (2 California Code of Regulations Section 18700 et seq.) At any time, upon
written request of CITY, SERVICE PROVIDER shall provide a written opinion of its legal
counsel and that of any subcontractor that, after a due diligent inquiry, SERVICE PROVIDER
and the respective subcontractor(s) are in full compliance with all laws and regulations.
SERVICE PROVIDER shall take, and require its subcontractors to take, reasonable steps to
avoid any appearance of a conflict of interest Upon discovery of any facts giving rise to the
appearance of a conflict of interest, SERVICE PROVIDER shall immediately notify CITY of
these facts in writing.
(c) ln performing the work or services to be provided hereunder, SERVICE
PROVIDER shall not employ or retain the services of any person while such person either is
employed by CITY or is a member of any CITY council, commission, board, committee, or
similar CITY body. This requirement may be waived in writing by the City Manager, if no
actual or potential conflict is involved.
(d) SERVICE PROVIDER represents and warrants it has not paid or agreed to pay
any compensation, contingent or otherwise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunde
(e) SERVICE PROVIDER and any of its subcontractors shall have no interest,
direct or indirect, in any other contract with a third party in connection with this Agreement
unless such interest is in accordance with all applicable law and fully disclosed to and
approved by the City Manager, in advance and in writing. Notwithstanding any approval given
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by the City Manager under this provision, SERVICE PROVIDER shall remain responsible for
complying with Section 8(a), above.
(f) lf SERVICE PROVIDER should subcontract all or any portion of the work to beperformed or services to be provided under this Agreement, SERVICE PROVIDER shall
include the provisions of this Section 8 in each subcontract and require its subcontractors to
comply therewith.
(g) This Section B shall survive expiration or termination of this Agreement.
9 Recvclinq Proqram. ln the event SERVICE PROVIDER maintains an office oroperates a facility(ies), or is required herein to maintain or operate same, within the incorporated limitsof the city of Fresno, sERVlcE pRovlDER at its sole cost and expense shall:
(i) lmmediately establish and maintain a viable and ongoing recyclingprogram, approved by CITY'S Solid Waste Management Division, for each office andfacility. Literature describing CITY recycling programs is available from ClTy,S SolidWaste Management Division and by calling City of Fresno Recycling Ho¡ine at(559) 621 -1111.
(ii) lmmediately contact CITY'S Solid Waste Management Division at(559) 621-1452 and schedule a free waste audit, and cooperate with such Division intheir conduct of the audit for each office and facility.
(ii¡) Cooperate with and demonstrate to the satisfaction of ClTy'S Solid
Waste Management Division the establishment of the recycling program in paragraph
(i) above and the ongoing maintenance thereof.
10. General Terms
(a) Except as othenvise provided by law, all notices expressly required of ClTywithin the body of this Agreement, and not othen¡uise specifically provided for, shall beeffective only if signed by the Administrator or his/her designee.
(b) Records of SERVICE PROVIDER'S expenses pertaining to this Agreement
shall be kept on a generally recognized accounting basis and shall be available to CiTy or itsauthorized representatives upon request during regular business hours throughout the life ofthis Agreement and for a period of three years after final payment or, if longe[ for any period
required by law. ln addition, all books, documents, papers, and records of SERVICEPROVIDER pertaining to this Agreement shall be available for the purpose of making audits,examinations, excerpts, and transcriptions for the same period of time. lf any litigatio-n, claim,negotiations, audit or other action is commenced before the expiration of said tirie period, allrecords shall be retained and made available to CITY until such action is resolved, or until theend of said time period whichever shall later occur. lf SERVICE PROVIDER should
subcontract all or any portion of the services to be performed under this Agreement, SERVICE
PROVIDER shall cause each subcontractor to also comply with the requirements of thisparagraph. This Section 1 1(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by CITY, SERVICE PROVIDER shall haveprovided evidence to CITY that SERVICE PROVIDER is licensed to perform the servicescalled for by this Agreement (or that no license is required). lf SERVICE PROVIDER shoutdsubcontract all or any portion of the work or services to be performed under this Agreement,SERVICE PROVIDER shall require each subcontractor to provide evidence to Ólty ttratsubcontractor is licensed to perform the services called for by this Agreement (or that nolicense is required) before beginning work.
11' Nondiscrimination. To the extent required by controlling federal, state and local law,SERVICE PROVIDER shall not employ discriminatory practices ¡ñ tne provision of services,
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employment of personnel, or in any other respect on the basis of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to
the foregoing and during the performance of this Agreement, SERVICE PROVIDER agrees as
follows:
(a) SERVICE PROVIDER will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be
excluded from participation in, be denied the benefits of, or be subject to discrimination under
any program or activity made possible by or resulting from this Agreement.
(b) SERVICE PROVIDER will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. SERVICE PROVIDER
shall ensure that applicants are employed, and the employees are treated during employment,
without regard to their race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity,
status as a disabled veteran or veteran of the Vietnam era Such requirement shall apply to
SERVICE PROVIDER'S employment practices including, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. SERVICE PROVIDER agrees to post in conspicuous places, available to
employees and applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
(c) SERVICE PROVIDER will, in all solicitations or advedisements for employees
placed by or on behalf of SERVICE PROVIDER in pursuit hereof, state that all qualified
applicants will receive consideration for employment without regard to race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) SERVICE PROVIDER will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of SERVICE
PROVIDER'S commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(e) lf SERVICE PROVIDER should subcontract all or any portion of the services to
be performed under this Agreement, SERVICE PROVIDER shall cause each subcontractor to
also comply with the requirements of this Section 11.
12. lndependent Contractor.
(a) ln the furnishing of the services provided for herein, SERVICE PROVIDER is
acting solely as an independent contractor. Neither SERVICE PROVIDER, nor any of its
officers, agents or employees shall be deemed an officer, agent, employee, joint venturer,
partner or associate of CITY for any purpose. CITY shall have no right to control or supervise
or direct the manner or method by which SERVICE PROVIDER shall perform its work and
functions. However, CITY shall retain the right to administer this Agreement so as to verify that
SERVICE PROVIDER is performing its obligations in accordance with the terms and
conditions thereof.
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(b) This Agreement does not evidence a partnership or joint venture between
SERVICE PROVIDER and CITY. SERVICE PROVIDER shall have no authority to bind CtTy
absent CITY'S express written consent. Except to the extent otherwise provided in this
Agreement, SERVICE PROVIDER shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, SERVICE PROVIDER and
its officers, agents and employees shall have absolutely no right to employment rights and
benefits available to CITY employees. SERVICE PROVIDER shail be solely liãble and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare and retirement
benefits. ln addition, together with its other obligations under this Agreement, SERVICE
PROVIDER shall be solely responsible, indemnify, defend and save CITY harmless from allmatters relating to employment and tax withholding for and payment of SERVICE
PROVIDER'S employees, including, without limitation, (i) compliance with Social Security and
unemployment insurance withholding, payment of workers compensation benefits, and all
other laws and regulations governing matters of employee withholding, taxes and payment;
and (ii) any claim of right or interest in CITY employment benefits, entitlements, programs
and/or funds offered employees of CITY whether arising by reason of any common law, de
facto, leased, or co- employee rights or other theory. lt is acknowledged that during the term
of this Agreement, SERVICE PROVIDER may be providing services to others unrelated to
CITY or to this Agreement.
13. Notices. Any notice required or intended to be given to either party under the terms of
this Agreement shall be in writing and shall be deemed to be duly given if delivered personally,
transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States
registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to
which notice is to be given at the party's address set forth on the signature page of this Agreement orat such other address as the parties may from time to time designate by written noticê. Notices
served by United States mail in the manner above described shall be deemed sufficien¡y served or
given at the time of the mailing thereof.
14 Bindinq. Subject to Section 16, below, once this Agreement is signed by all parties, it
shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respectìve heirs,
successors, assigns, transferees, agents, servants, employees and representatives.
15. Assignment.
(a) This Agreement is personal to SERVICE PROVIDER and there shall be no
assignment by SERVICE PROVIDER of its rights or obligations under this Agreement without
the prior written approval of the City Manager or his/her designee. Any attempted assignment
by SERVICE PROVIDER, its successors or assigns, shall be null and void unless appróved in
writing by the City Manager or his/her designee.
(b) SERVICE PROVIDER hereby agrees not to assign the payment of any moniesdue SERVICE PROVIDER from CITY under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monles due
SERVICE PROVIDER directly to SERVTCE pROVtDER.
16. Compliance With Law. ln providing the services required under this Agreement,
SERVICE PROVIDER shall at all times comply with all applicable laws of the United States, the State
of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or
local administrative and regulatory agencies, now in force and as they may be enacted, iısued, or
amended during the term of this Agreement.
17. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the
same or a different provision of this Agreement. No provisions of this Agreement may be waived
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unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall
not be deemed to be a waiver of any other provision herein.
'18. Governing Law and Venue. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding, however, any conflict of
laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any
action regarding the enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
19. Headings. The section headings in this Agreement are for convenience and reference
only and shall not be construed or held in any way to explain, modify or add to the interpretation or
meaning of the provisions of this Agreement.
20. Severabilitv. The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
21. lnterpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties, and should any provision of this Agreement be found to
be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor
of or against either party, but rather by construing the terms in accordance with their generally
accepted meaning.
22. Attornev's Fees. lf either party is required to commence any proceeding or legal action
to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such
proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees
and legal expenses.
23. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
24. Precedence of Documents. ln the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this
Agreement shall control and take precedence over the terms and conditions expressed within the
Exhibit or Attachment. Furlhermore, any terms or conditions contained within any Exhibit or
Attachment hereto which purport to modify the allocation of risk between the parties, provided for
within the body of this Agreement, shall be null and void.
25. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in equity.
26. No Third Partv Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in the preamble of this
Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that
any rights or interests in this Agreement benefit or flow to the interest of any third parties.
27. Extent of Aqreement. Each party acknowledges they have read and fully understand
the contents of this Agreement. This Agreement represents the entire and integrated agreement
between the parties with respect to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be modified only by
written instrument duly authorized and executed by both CITY and SERVICE PROVIDER.
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lN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, theday and year first above written.
CITY OF FRESNO,
a California municipal corporation
CENTRAL VALLEY COMMUNITY SPORTS
ia non-profit corporation
ATTEST:
YVONNE SPENCE, CMC
City Clerk
By:
è
Addresses:
CITY.
City of Fresno
Attention: Manuel Mollinedo, Director
City of Fresno PARCS
1515 E. Divisadero
Fresno, CA93721
Phone: (559) 621-2900
(if corporation or LLC, CFO, Treasurer,
Secretary or Assistant Secretary)
SERVICE PROVIDER:
Central Valley Community Sports Foundation, a
California nonprofit corporation
Attention: Terance Frazier, Chairman and Founder
1411 L Street, Suite M
Fresno, CA 93721
Phone:
FAX:
Name: Qe'
Title: GtêlRs,l+Nl d/ ÉotlÑo¿R
By
Name:
Title:
V ¿"x
8o,n"l the>ræ¡>
Attachments:
1. Exhibit A - Scope of Services2. Exhibit B - lnsurance Requirements3. Exhibit C - Conflict of lnterest Disclosure Form
KBD:ns [69051 ns/kbdl 9117 t1 s
I
City Manager
APPROVED AS TO FORM:
T. SLOAN
atherineB. Doerr
Assistant City Attorney
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F
Exhibit A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and Gentral Valley Community Sports Foundation
Granite Park
1. Service Provider shall provide sports and recreational programming for the benefit of
City residents, at no cost to City or City-sponsored users, consisting of the minimum:
a. Spring softball league from 6:00 p.m. to 11:00 p.m. on ten Wednesday nights
that the City selects, which the City shall select dates and notify Service Provider by
November 15 each year
b. Winter softball league from 6:00 p.m. to 11:00 p.m. on ten Wednesday nights
that the City selects, which the City shall select dates and notify Service Provider by
November 15 each year
c. Spring sand volleyball league from 6.00 p.m. to 11:00 p.m. on ten weekday
(excluding Friday) nights that the City selects, which the City shall select dates and notify
Service Provider by November '15 each year.
d. Four weekend youth sand volleyball clinics, which the City shall select dates
and notify Service Provider by November 15 each year.
e. Four weekend youth baseball clinics per year, which the City shall select dates
and notify Service Provider by November 15 each year.
f. Four weekend youth basketball clinics, which the City shall select dates and
notify Service Provider by November 15 each year.
g A minimum of 400 (four-hundred) hours of After-School Programming hosted at
the Facility per year, with activities to be coordinated with City's Parks, After-School,
Recreational and Community Services Departmen
h. The following portions of the Facility shall be open to the public at no cost on
weekdays from at least 9:00 a.m. to dusk, national holidays excluded: basketball/volleyball
courls, sand volleyball courts, walking paths/trails.
2. Service Provider shall repoft any suspicious or illegal behavior or activity at the Facility
or surrounding grounds to appropriate authorities, including timely reporling graffiti or
vandalism.
3. Service Provider shall provide reasonable staffing for all programs. All personnel,
either paid or volunteer, shall be qualified to perform the duties assigned to them. lf the
services provided hereunder (i) involve direct contact with minors or if minors are supervised
as part of the services provided hereunder, or (ii) if services provided hereunder include
services in the human services field and involve the care and security of children, the elderly,
the disabled, or the mentally impaired, then Service Provider represents and warrants to City
that prior to services being provided hereunder by any personnel or volunteers retained by
Service Provider that Service Provider has or will conduct a criminal background check as
provided in California Penal Code Section 11'105.3, as well as an FBI criminal database
background check and, has or will verify prior to services being provided that the personnel or
Page I of 2
volunteers do not have any criminal record for the offenses listed in California Penal Code
Section 11105.3, which include, certain offenses related to the possession or use of
controlled substances, sex offenses or any criminal offense involving violence.
4. Service Provider shall provide such security for the operation of all programs as shall
be reasonably necessary to protect program participants, customers, employees, guests, and
invitees to the Facility.
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Exhibit B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno ("C|TY")
and CENTRAL VALLEY COMMUNITY SPORTS FOUNDATION ("SERVICE
Granite Park
MINIMUM SCOPE OF INSURANCE
PROVIDER'')
Coverage shall be at least as broad as:
1. ïhe most current version of lnsurance Services Office (lSO) Commercial General
Liability Coverage Form CG 00 0'1, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on
an occurrence form and shall provide coverage for "bodily injury," "property
damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non-owned equipment), products and
completed operations, and contractual liability (including, without limitation,
indemnity obligations under the Agreement) with limits of liability not less than
those set forth under "Minimum Limits of lnsurance."
The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1- Any
Auto). lf personal automobile coverage is used, the CITY, its officers, officials,
employees, agents and volunteers are to be listed as additional insureds.
Workers' Compensation insurance as required by the State of California and
Employer's Liability lnsurance.
Professional Liability (Errors and Omissions) insurance appropriate to SERVICE
PROVIDER'S profession. Architect's and engineer's coverage is to be endorsed
to include contractual liability.
MINIMUM LIMITS OF INSURANCE
SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain
limits of liability of not less than those set forth below. However, insurance limits available to
CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds available
to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
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(i)
(ii)
(iii)
$1,000,000 per occurrence for bodily injury and property damage;
$1,000,000 per occurrence for personal and advertising injury;
$2,000,000 aggregate for products and completed operations; and,
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(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
oR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less
than:
(i) $100,000 per person;(ii) $300,000 per accident for bodily injury; and,(iii) $50,000 per accident for property damage.
WORKERS'COMPENSATION INSURANCE as required by the State of
California with statutory limits.
EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
ln the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form" and afford
no less coverage than the primary insurance policy(ies). ln addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of
the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
SERVICE PROVIDER shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and SERVICE PROVIDER shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must be
declared on the Certificate of lnsurance, and approved by, the CITY'S Risk Manager or his/her
designee. At the option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or el¡minate such deductibles or self-
insured retentions as respects CITY, its officers, officials,
employees, agents and volunteers; or
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(ii)SERVICE PROVIDER shall provide a financial guarantee,
satisfactory to CITY'S Risk Manager or his/her designee,
guaranteeing payment of losses and related investigations, claim
administration and defense expenses. At no time shall CITY be
responsible for the payment of any deductibles or self-insured
retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
are to contain, or be endorsed
to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered
as additional insureds. SERVICE PROVIDER shall establish additional insured
status for the City and for all ongoing and completed operations by use of ISO
Form CG 20101185 or both CG20 101001 and CG 2037 1001 or by an
executed manuscript insurance company endorsement providing additional
insured status as broad as that contained in ISO Form CG 20 1011 85.
The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional lnsured.
For any claims related to this Agreement, SERVICE PROVIDER'S insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, employees, agents and volunteers. Any insurance or self-insurance
maintained by the CITY, its officers, officials, employees, agents and volunteers
shall be excess of SERVICE PROVIDER'S insurance and shall not contribute
with it. SERVICE PROVIDER shall establish primary and non-contributory status
by using ISO Form CG 20 01 0413 or by an executed manuscript insurance
company endorsement that provides primary and non-contributory status as
broad as that contained in ISO Form CG 20 O1 0413.
The Workers' Compensation insurance policv is to contain, or be endorsed to contain, the
following provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation
against CITY, its officers, officials, employees, agents and volunteers.
is written on a claims-made
form:
The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by SERVICE PROVIDER.
lnsurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be
endorsed to provide not less than a five (5) year discovery period.
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lf coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of the
Agreement or the commencement of work by SERVICE PROVIDER, SERVICE
PROVIDER must purchase "extended reporting" coverage for a minimum of five
(5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first.
A copy of the claims reporting requirements must be submitted to CITY for
revtew.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not
be cancelled, non-renewed, reduced in coverage or in limits except after thirly (30) calendar
days written notice by certified mail, return receipt requested, has been given to CITY.
SERVICE PROVIDER is also responsible for providing written notice to the CITY under the
same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of
cancellation, non-renewal, or reduction in coverage or in limits, SERVICE PROVIDER shall
furnish CITY with a new certificate and applicable endorsements for such policy(ies). ln the
event any policy is due to expire during the work to be performed for CITY, SERVICE
PROVIDER shall provide a new certificate, and applicable endorsements, evidencing renewal of
such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring
policy.
VERIFICATION OF COVERAGE
SERVICE PROVIDER shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are to be
received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S
execution of the Agreement and before work commences. All non-lSO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or broker.
Upon request of CITY, SERVICE PROVIDER shall immediately furnish City wiih a complete
copy of any insurance policy required under this Agreement, including all endorsements, with
said copy certified by the undenruriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
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Exhibit G
DISCLOSURE OF CONFLICT OF INTEREST
Granite Park
PROJECT TITLE
Signature
Date
(name)
(company)
(address)
(city state zip)
Explanation:
YES*NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
n tr
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
n n
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
n n
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
n n
5 Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?tr T
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?n n
* lf the answer to any question is yes, please explain in full below
n Additional page(s) attached.
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ll Additional page(s) attached.
Exhib¡t C
DISCLOSURE OF CONFLICT OF INTEREST
Granite Park
PROJECÍ TITLE
Signature
Dat€
(name)
(company)
(address)
(city state áp)
YES*NO
1 Are yog currenty in litigation with the City of Fresno or any of its
agents?
u ñ
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
u F
a Do you currently represent or peform work for any clionts who do
business with the City of Fresno?
u .&-
4 Are you or any of your prlncipals, managers or professionals,
own€rs or investors in a business which does business with the
City of Fresno, or in a business which is ¡n litigation w¡th the City of
Fresno?
E"¡
5 Are you or any of your principals, managers or professionals,
related by blo-od or man¡age to any City of Fresno employee who
has any significant role in the subject matter of this servlcei !X
o po you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection witñ
this Project?N.n
' lf the answer to any question is yes, pteasãéxplain in fuil below.
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