SAN YSIDRO SCHOOL DISTRICT GOVERNING BOARD AGENDA TO: Governing Board BOARD MEETING DATE: July 14, 2016 FROM: Julio onseca, Superintendent Business Services and District Operations J. Arturo Sanchez Macias, Deputy Superintendent AGENDA ITEM: AGREEMENT WITH GREATER SAN DIEGO AFTER-SCHOOL ALL-STARS BACKGROUND INFORMATION: After?School All?Stars sports program model is more than just training players on a field. Students will have the right mentorship, a safe Space to play, and engaging activities that promote becoming ones best self is the pathway for changing the future. Student engagement in healthy and educational sports programming has been proven to promote better academics, attendance, and lower the high school dropout rate. The health of the players is important, within the practice and programming they teach a strong healthy eating model that provides students with knowledge to make the best decisions for their bodies and lives. They have found that the integration of life long knowledge in sports is effective, and ensures the brighter future that they continually aim for. The term of this agreement shall be from July 1, 2016 to June 30, 2017. RECOMMENDATION: Approve/Ratify the Agreement with Greater San Diego After?School All?Stars for School Sports Program during 2016-17 school year at a cost not to exceed $425,591.35 from supplemental and concentration funds. El Renewal New Amendment Ratify Other Business Services Reviewed: :1 Financial Implications? Are funds for this item available in the 20l 6?20l7 Budget? Requisiton Yes No Yes No $425,591.35 Supplemental and Concentration (Amount) (Name of funding source and/or location) (Funding account number) Recommended for: [ZApproval Denial Certi?cation Requested Yes No Superintendent?s Office Certification: erintend Secretaryto% Board 123.16 Page 1 of 15 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 PROFESSIONAL SERVICES AGREEMENT This agreement is made and entered into this 15th day of July, 2016 by and between the San Ysidro School District, hereinafter called the ?District?, and Greater San Diego After?School All?Stars (619) 223?3916 Company/Consultant Telephone Number 750 Street, Suite 3300, San Diego, CA 92101 Address Email hereinafter referred to as "Consultant." 1 SCOPE AND TERMS 1.1 SCOPE OF SERVICES Scope of Services. in compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the Consultant Services Documentation (?attached documents?) attached hereto as Exhibit and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the District entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the work and services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials shall be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first?class firms performing similar work under similar circumstances. Compliance with Law. All services rendered hereunder shall be provided in accordance with any and all applicable ordinances, resolutions, statutes, rules, and regulations of the District, City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. Each and every provision required by law to be included in this Agreement shall be deemed to be included by this reference, and this Agreement shall be read and enforced as though they were included. Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless District against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against District hereunder. 1.2 TERM Initial Term: From: July 1, 2016 To: June 30, 2017 The Initial Term of this Agreement as noted, unless earlier terminated as provided herein. The Parties may mutually agree to extend this term only by written amendment. Should the Parties agree to extend the term of this Agreement; the Agreement can only be extended on a year-to-year basis with written approvalZIBel? otherwise indicated in writing and in accordance with the law. Page 2 0f 15 2.1 2.2 4.1 4.2 4.3 4.4 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 FEES AND PAYMENTS FEES District shall pay Consultant for the specified services as reflected on ExhibitA during this contract term. PAYMENTS Consultant shall submit to District an itemized invoice which indicates work completed by Consultant. District shall review each invoice and/or receipts submitted to determine that the work performed and expenses incurred are in compliance with the provisions of this Agreement. District shall pay Consultant within a reasonable time and in accordance with this Agreement. ADDITIONAL SERVICES. District shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work as described herein. No such extra work may be undertaken unless a written order is first given by the District Contract Officer to the Consultant, incorporating therein any adjustment in the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval or ratification of the Contract Officer. However, any increase in compensation beyond the Contract Sum, for services beyond what is contemplated in the Contract, must be approved or ratified by the Board of Education in a signed writing prior to any payment. Additionally, any other increases, extensions or renewals must be approved in writing by the Board of Education. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefore unless specifically authorized pursuant to the terms of this section. RESPONSIBLIITIES OF CONSULTANT ORGANIZATION Consultant shall assign Company Contract as Project Manager. The Project manager shall not be removed from the Project or reassigned without the prior written consent of District, which consent shall not be unreasonably withheld. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant?s staff assigned to perform the services required under this Agreement. COORDINATION OF SERVICES Consultant agrees to work closely with the District staff in the performance of Services and shall be available to the District staff, consultants and other staff at all reasonable times. STANDARD OF CARE: Consultant shall perform all Services under this Agreement in a skillful, competent and timely manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all of Consultant's employees and subConsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents that it, its employees and subConsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any of Consultant?s employees who are determined by District to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any of Consultant's employees who fail or refuse to perform the Services in a manner acceptable to District, shall be removed from the Project by the Consultant and shall not be re?employed to perform any of the Services or to work on the Project. INDEPENDENT CONSULTANT ADDITIONAL PERSONNEL Consultant is retained as an independent consultant and is not an agent or employee of the Distriils?ig employee or agent of Consultant shall by this Agreement become an agent or employee of the Distri . work to be performed shall be in accordance with the work described herein, subject to sucl?Pdlgeti?rDa'nhs SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 amendments from District as herein provided. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind District to any obligation whatsoever, except as specifically provided in writing by District. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant?s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. 4.5 LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Service. Consultant shall be liable for all violations of such laws and regulations in connection with Services. 4.6 MAINTENANCE OF ACCOUNTING RECORDS Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of the District during normal business hours with reasonable notice to examine, audit and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement. 4.7 INSURANCE (1) Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to District that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subConsultant or employee to commence work until it has provided evidence satisfactory to the District. (2) Minimum Requirements and Limits. Consultant shall, at its expense, procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the consultant, its agents, representatives, and employees. Such insurance shall survive after this agreement as permitted by law. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an ?occurrence? basis, including products and completed operations, property damage, bodily injury and personal advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be $4,000,000 the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non?owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers? Compensation (Employer?s Insurance): as required by the State of California, with Statutory Limits, and Employer?s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Coverage shall include waiver of subrogation endorsement in favor of San Ysidro School District. 4. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant?s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. (If applicable see footnote next page) 5. Improper Sexual Conduct: $1,000,000 per occurrence with an aggregate of not less than $2,000,000. If the Consultant maintains higher limits than the minimums shown above, the District requires and shall be entitled to coverage for the higher limits maintained by the Consultant. 12B.16 Page 4 of 15 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 Additional Insured Status The District, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant?s insurance (at least as broad as ISO Form CG 20 1O 11 85 or both forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant?s insurance coverage shall be primary insurance as respects the District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the District, its officers, officials, employees, or volunteers shall be excess of the Consultant?s insurance and shall not contribute with it. Notice of Cancellation The Provider shall file, with the District, Certificates of Insurance indicating a thirty-day (30) cancellation notice and naming the SAN YSIDRO SCHOOL DISTRICT as an additional insured with endorsements attached. Waiver of Subroqation Consultant hereby grants to District a waiver of any right to subrogation which any insurer of said Consultant may acquire against the District by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the District has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the District. The District may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptabilltv of Insurers Insurance is to be placed with insurers with a current A.M. Best?s rating of no less than A-:Vll, unless otherwise acceptable to the District. Claims Made Policies (note should be applicable only to professional liability, see below) If any of the required policies provide claims?made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase ?extended reporting? coverage for a minimum of five (5) years after completion of work. Verification of Coverage Consultant shall furnish the District with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the District before work/services commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant?s obligation to provide them. The District reserves the right to require complete, certified copies of all required insurance policies, including endorsequ?sl6 required by these specifications, at any time. Page 5 0f 15 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 5 GENERAL PROVISIONS 5.1 DELAYS IN PERFORMANCE (1) Neither District nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other disturbances; sabotage orjudicial restraint. (2) Should such circumstances occur, the non?performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 5.2 SUSPENSION OF SERVICES The District may, in its sole discretion, suspend all or any part of Services provided hereunder with cost to date of suspension. Consultant may not suspend its services without District?s express written consent. 5.3 TERMINATION OF AGREEMENT (1) Grounds for Termination. District may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to District to date of the notice of termination and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. (2) Consultant?s Termination for Cause. This Agreement may be terminated by the Consultant upon thirty (30) days written notice to the District only when the District has substantially failed to perform its obligations under this Agreement. The written notice shall include a detailed description of the District?s failure to perform, status of the work completed as of the date of termination together with a description and a cost estimate of the effort necessary to complete work in progress. In such event, the Consultant shall be compensated for services completed to the date of termination, together with compensation for such approved Additional Services performed after termination which are authorized by the District to conclude the work performed to the date of termination. Upon the District?s request and authorization, Consultant shall perform any and all Additional Services necessary to wind up the work performed to the date of termination. (3) Effect of Termination. If this Agreement is terminated as provided in this Section, District may require Consultant to provide all finished or unfinished documents, date, programming source code, reports or any other items prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documents and other information within fifteen (15) days of the request. (4) Terminated Services. In the event this Agreement is terminated in whole or in part as provided herein, District may procure, upon such terms and in such manner as it may determine appropriate, services similar or identical to those terminated. 5.4 OWNERSHIP OF MATERIALS AND CONFIDENTIALITY (1) All materials and data, including but not limited to, data on electronic or magnetic media and any materials, documents and data required to be made or kept pursuant to federal, state or local laws, rules or regulations, prepared or collected by Consultant pursuant to this Agreement, shall be the sole property of the District, except that Consultant shall have the right to retain copies of all such documents and data for its records. District shall not be limited such materials and data at any time, provided that any such use not within the purposes intended by this Agreement shall be at District?s sole risk and provided that Consultant shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this Agreement. (2) All such materials and data shall be provided to the District, or such other agency or District as directed by District or required by law, rule or regulation, as they become due during the term of this Agreement afz?efg by District. Page 6 of 15 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 5.5 SAFETY Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 5.6 PROJECT STAFFING Consultant shall provide adequate staff and resources to facilitate all Consultant activity. Should Consultant fail to adequately staff a project, the District may, at its sole discretion, retain third party consulting services and back charge Consultant for all third party fees. 5.7 INDEMNIFICATION Consultant agrees to protect, save, defend, indemnify and hold harmless the District, their Governing Boards and each member thereof, their officers, employees, agents and volunteers from any and all claims, liabilities, expenses or damages of any nature, including attorneys? fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of or in any way connected with the negligent acts, errors or omissions or willful misconduct by Consultant, Consultant?s agents, officers, employees, sub consultants, or independent consultants hired by Consultant under this Agreement. The only exception to Consultant?s responsibility to protect, save, defend and hold harmless District is where a claim, liability, expense or damage occurs due to the sole negligence, or willful misconduct of District. This hold harmless Agreement shall apply to all 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 Consultant. 5.8 AMENDMENTS This Agreement may not be amended except in writing signed by both Parties. 5.9 SEVERABILITY If any section, subsection, sentence, clause or phrases of this Agreement, or the application thereof to any of the Parties, is for any reason held invalid or unenforceable, the validity of the remainder of the Agreement shall not be affected thereby and may be enforced by the Parties to this Agreement. 5.10 GOVERNING LAW This Agreement shall be governed by the laws of the State of California. Any action brought to enforce the terms of this Agreement shall be brought in a state or federal court located in the County of San Diego, State of California, but only after dispute resolution as provided herein. 5.11 CONFLICT OF INTEREST For the term of this Agreement, no member, officer or employee of District, during the term of his or her service with District, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 5.12 SCHOOL SAFETY, FINGERPRINTING AND BACKGROUND INVESTIGATION REQUIREMENTS: Consultant agrees with the provisions of Education Code Section 45125.1 regarding the submission of fingerprints to the California Department of Justice. Consultant shall not be permitted to have any contact with District pupils until such time as Consultant has verified in writing to the District that they have complied with Educational Code Section 45125.1. (Please attach a copy of this verification.) Per Ed Code 49406 and Assembly Bill 1667, the district requires for Tuberculosis (TB) Clearances to be in place by anyone coming in contact with pupils. Please submit TB Clearance to the Business Services Office. This section may be waived if the District determines that the Consultant and/or its employees will have limited contact with District pupils or if Consultant and/or its employees will be supervised at all times by District employees. District is waiving this requirement . 123 16 Page 7 of 15 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 5.13 FACILITIES: ALL DISTRICT FACILITIES ARE DRUG AND TOBACCO-FREE FACILITIES. ANY DRUG, ALCHOLOL TOBACCO USE (SMOKED OR SMOKELESS) IS PROHIBITED AT ALL TIMES ON ALL AREAS OF THE DISTRICT FACILITIES. 5.14 NOTICES All notices or demands to be given under this Agreement by either party to the other shall be in writing and given either by: personal service, email or by US. Mail, mailed certified mail with return receipt requested, addressed to the following entities. CONSULTANT: Greater San Diego After-School All-Stars Name: Tyree N. Dillingham Title: Executive Director Address: 750 Street, Suite 3300 City/State/Zip code: San Diego, CA 92101 Telephone: (619) 223?3916 Email: DISTRICT: San Ysidro School District Name: J. Arturo Sanchez Macias Alexis Rodriguez Title: Deputy Superintendent Coordinator of ASES Programs Address: 4350 Otay Mesa Road 4350 Otay Mesa Road City/State/Zip code: San Ysidro, CA 92173 San Ysidro, CA 92173 Telephone: (619) 428-4476 (619) 428-4476 ext. 3039 Email: arturo.macias@sysd.k12.ca.us 6 ENTIRE AGREEMENT This Agreement represents the entire understanding of District and Consultant as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. To the extent that any provision or clause contained in an attachment to this Agreement conflicts with a provision or clause in the Agreement, the provision or clause in this Agreement shall control. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement. 7 WARRANTY OF AUTHORITY: Each of the parties signing this Agreement warrants to the other that he or she has the full authority of the District on behalf of which his or her signature is made. CONSULTANT Greater San Diego After-School All-Stars Firm Name DISTRICT San Ysidro School District Signature of Authorized Agent Tyree N. Dillingham, Executive Director Firm Name Print Name, Title Signature J. Arturo Sanchez Macias, Deputy Superintendent Date: (619) 223?3916 Print Name, Title Phone Number Date Board Approved SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 SCHOOL SAFETY CERTIFICATION FORM CERTIFICATION PURSUANT TO EDUCATION CODE SECTION 45125.1 Fingerprinting and Criminal Background Investigation Requirements (Complete only if pertinent) The District has determined under Education Code Section 45125.1, subdivision (0) that in performing services to this contract, Consultant?s employees may have contact with pupils. As required under Education Code Section 45125.1, subdivision Consultant shall require their employees, including the employees of any sub? consultant and/or subConsultant, who will provide services pursuant to this contract to submit their fingerprints in a manner authorized by the Department of Justice in order to conduct a criminal background check to determine whether such employees have been convicted of or have charges pending for a felony as defined under Education Code Section 45122.1. Consultant shall not permit any employee to perform services that may come in contact with pupils under this contract until the Department of Justice has determined that the employee has not been convicted of a felony or has no criminal charges pending for a felony as defined in Section 45122.1. Consultant shall certify in writing to the District that all of its employees who may come in contact with pupils have not been convicted of or have no criminal charges pending for a felony, as defined in Education Code Section 45122.1. Consultant shall defend, indemnify, protect and hold the District and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property which arise from or are connected with or are caused or claimed to be caused by Consultant?s failure to comply with all of the requirements contained in Education Code Section 45125.1, including, but not limited to, the requirements prohibiting Consultant from using employees who may have contact with pupils who have been convicted or have charges pending for a felony in Education Code Section 45122.1. It is understood that by signing this document, Consultant agrees that they are familiar with Education Code Section 45122.1. The following individuals are employees of Consultant who may come in contact with pupils in the performance of services in this contract. Name Last 4?digits of SSN or CDL Number I certify that none of the individuals identified above have been convicted of a felony as defined in Education Code Section 45122.1. Consultant Name/title of authorized representative Signature Date 12B.16 Page 9 of 15 SAN YSIDRO SCHOOL DISTRICT 4350 Otay Mesa Road, San Ysidro, CA 92173 EXHIBIT A This Scope of Services for the School Sports Program is entered into by and between San Ysidro School District (herein known as and Greater San Diego After-School All-Stars (GSDASAS) who agrees to provide the services in accordance with the following provisions: 1. General Conditions: Hours of Operation and Attendance Requirements: 1. The School Sports Program will begin operation immediately upon the end of the school day and conclude by or before 6:00 pm, during all ?regular school days? and any other days that students attend and instruction takes place. The School Sports Program will also have regular and playoff games scheduled on Saturdays at school sites TBD by GSDASAS and SYSD. School Sports Programs, provide program services for within the hours of school release and 6:00 pm. every regular school day with regular league and playoff games on various Saturday?s while school is in session. GSDASAS will provide schedule of all playoff games ahead of time for District to make accommodations of sites needed. 2. Staffing Requirements: 1. GSDASAS must ensure a student-to?staff ratio of no more than 15 to l. GSDASAS must establish quali?cations for each staff position that, at a minimum, ensure that all staff members who directly supervise pupils meet the minimum quali?cations for an instructional aide, pursuant to the policies of the District. GSDASAS shall be solely responsible for students, staff, and parents accessing services under this Agreement. GSDASAS certi?es that it shall provide adequate supervision of the students, parents, staff, trainees and other providers, and that its staff will follow legal guidelines on reporting child abuse/neglect. GSDASAS must certify that all personnel providing services to students are adequately screened so as to prevent the assignment of personnel who may pose a threat to the safety and welfare of students, and that such personnel has already provided evidence of freedom from tuberculosis prior to starting service at the school site. GSDASAS must reserve the right to accept or reject the assignment of any personnel and the right to remove him/her from premises 3. Additional Program Operation Requirements. U) Designate an GSDASAS Contact person. Operate the School Sports Program to improve academic achievement and provide safe and healthy recreation and prevention activities for students at quali?ed school sites. Commit resources to ensure the delivery of integrated, age-appropriate programs. The program will have some educational enrichment elements within the sports teaching model that may include, but not limited to leadership skills, success pathway modules, recreation, health awareness, physical ?tness and prevention activities. Such activities should be determineci Egefk on students? needs and interests. 2 Page 10 0f 15 8. 9. 1 ll. 12. 0. Plan the program through a collaborative process that includes parents, youth, and representatives of participating public school sites, governmental agencies g. city and county parks and recreation departments), local law enforcement, community organizations, and the private sector. If the site is not located on a school campus, it must be as accessible and available as the school site with safe transportation being provided by SYSD or designee to enrolled pupils. Provide information regarding the School Sports Program in a form and language that is easily understandable to all parents. Each partner in the application will share responsibility for the quality of the program. Collaborate and coordinate with the regular school day program or programs. Identify, assign, and maintain indoor/outdoor space at participating school sites that are to be utilized by the Sports Program speci?cally. Ensure the proper record keeping and documentation of program activities and the timely submission of all required reports. GSDASAS may subcontract all or a portion of the operation of the School Sports Program. 4. PERIOD OF AGREEMENT The term of this Agreement shall be July 1, 2016 through June 30, 2017. 5. AND PAYMENT SCHEDULE As per Section 2 of the Agreement, the SYSD shall pay After?School All-Stars according to the following schedule: ?The SYSD shall pay 65 percent of the contract amount within 30 days after contract agreement date and receipt of detailed invoice. Of the remaining 35 percent of the contract, the SYSD shall pay 25 percent of the contract amount on or before December 1, 2016 and the remaining 10 percent of the total contract on the ?nal day of service.? Program funds will be dispersed to GSDASAS based the contract amount, $425,591.35. 6. AGENCY COUNTY CONTACT NAMES ADDRESSES GSDASAS Contact: SYSD Contact: Tyree N. Dillingham Alexis Rodriguez Executive Director Coordinator, After School Education After-School All?Stars and Safety Program (ASES) SYSD 750 Street, Suite 3300 4350 Otay Mesa Road San Diego, CA 92101 San Ysidro, CA 92173 (619) 223?3916 (619) 428?4476 ext. 3039 7. CONFIDENTIALITY 1. This agreement, all communications and information obtained by GSDASAS from SYSD relating to this agreement, and all information developed by GSDASAS under this agreement, are con?dential. GSDASAS shall neither divulge to, nor discuss with, any third party the work and services provided hereunder, or any communication or information in connection with such services or work, except as required by law. Prior to any disclosure of such matters, wh -3- Pagell of15 required by law or otherwise, GSDASAS shall inform SYSD, in writing, of the nature and reasons for such disclosure. GSDASAS shall not use any communications or information obtained from the SYSD for any purpose other than the performance of this agreement, without written prior consent. 2. GSDASAS obligation of confidence with respect to information submitted or disclosed to GSDASAS by SYSD hereunder shall survive termination and comply with all requirements outlined in this Agreement. 8. CONFIDENTIALITY OF SERVICES Identities of all respondents including but not limited to staff, principal(s), parent(s), student(s) and individual responses on surveys in conjunction with this evaluation will be kept con?dential by GSDASAS. Reports generated will re?ect aggregated data. No individual responses will be used. GSDASAS is not authorized to redistribute or share any data or information with any agency, entity or individual without the written consent of SYSD. GSDASAS agrees to all of the following: Neither GSDASAS nor any of its Subcontractors shall disclose Private Information obtained from SYSD in performance of this Agreement to any other Subcontractor, person, or other entity, un? less one of the following is true: The disclosure is authorized by this Agreement; (ii) GSDASAS received advance written approval The disclosure is required by law or judicial order. Notwithstanding any other provisions of law, any school district, including any county of?ce of education or superintendent of schools, may participate in an interagency data information system that permits access to a computerized database system within and between governmental agencies or districts as to information or records which are non-privileged, and where release is authorized as to the requesting agency under state or federal law or regulation, if each of the following requirements are met: 1) GSDASAS and school shall develop security procedures or devices by which unauthorized personnel cannot access data contained in the system. 2) GSDASAS and school shall develop procedures or devices to secure privilege or confidential data from unauthorized disclosure. 3) Each school shall comply with access log requirements of Section 49064. 4) The right of access granted shall not include the right to add, delete, or alter data without the written permission of the agency holding the data. 5) An agency or school district may not make public or otherwise release information on an individual contained in the database where the information is protected from disclosure or release as to the requesting agency by state or federal law or regulation. 12B.16 -4- Page 12 of15 Any disclosure or use of Private Information authorized by this Agreement shall be in accordance with any conditions or restrictions stated in this Agreement. Any disclosure or use of Private Information authorized shall be in accordance with any conditions or restrictions stated in the approval. Any failure of GSDASAS to comply with the Nondisclosure of Private Information Ordinance shall be a material breach of this Agreement. In such an event, in addition to any other remedies available to it under equity or law, the SYSD may terminate this Agreement, debar Contractor, or bring a false claim action against Contractor. 9. TERMINATION FOR CONVENIENCE 1. SYSD or GSDASAS may, by 60 days written notice, terminate this agreement in whole or in part at any time. 2. If the termination is for the convenience of SYSD, GSDASAS shall submit a ?nal invoice within 10 days of termination and upon approval by SYSD, SYSD shall pay GSDASAS the sums earned for the services actually performed prior to the effective date of termination and other costs reasonably incurred by GSDASAS to implement the termination. 10. INDEPENDENT CONTRACTOR It is expressly understood that at all times, while rendering the services described herein, and in com- plying with any terms and conditions of this Agreement, GSDASAS is acting as an independent con- tractor and not as an of?cer, agent, or employee of SYSD. 11. HOLD HARMLESS GSDASAS agrees to hold harmless, defend, and to indemnify SYSD, its of?cers, agents, and employees against any and all losses, injuries, claims, actions, judgments, and liens arising from, or alleged to have arisen from, GSDASAS performance, or lack thereof, under this Agreement. 12. COMPENSATION In addition to Section 4.7 of the agreement, GSDASAS shall provide workers? compensation insurance or shall self-insure their services in compliance with provisions of Section 3700 of the Labor Code of the State of California. A Certi?cate of Insurance may be provided, providing for such, or GSDASAS shall sign and ?le with SYSD the following certi?cate: am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for workers? compensation or to undertake self-insurance in accordance with the provision of that Code, and I will comply with such provision before commencing the performance of the work of this Agreement.? 13. AUDIT GSDASAS agrees to maintain and preserve until ?ve years after termination of the Agreement with SYSD, and to permit, SYSD, the State of California or any of its duly authorized representatives, to have access to and to examine and audit any pertinent books, documents, papers, and records rhMidG -5- Page 13 of15 to this Agreement. 14. INSURANCE REQUIREMENTS 15. 16. 17. 18. GSDASAS must ensure that it shall maintain and shall cause each Subcontractor to maintain Insurance coverage as per Section 4.7 of the agreement to protect them and SYSD from all claims for personal injury, including accidental death, as well as from all claims for property damage arising from the operations under this Agreement. The minimum amounts of such insurance shall be as hereinafter set forth in Section 4.7 of the agreement. GSDASAS shall file, with SYSD, Certi?cates of Insurance indicating a thirty?day (30) cancellation notice and naming The SYSD as an additional insured with proper endorsements and waivers of subrogation. GOVERNING SAN DIEGO In the event of litigation, the Agreement and related matters shall be governed by and construed in accordance with the laws of the State of California. Venue shall be with the appropriate State or Federal court located in San Diego County. COMPLIANCE WITH LAW GSDASAS shall be subject to, and shall comply with, all Federal, State, and local laws and regulations applicable with respect to its performance under this Agreement including, but not limited to: licensing, employment, and purchasing practices, and wages, hours, and conditions of employment, including non-discrimination. FACILITY SYSD is a tobacco-free facility. Tobacco use (smoked or smokeless) is prohibited at all times on all areas of SYSD property. PUPIL SAFETY SCHOOL SAFETY ACT Pupil Safety/ School Safety Act: SYSD shall determine level of contact with pupils from the following two (2) choices, by inserting an 24; below: The Contractor/Provider will have ?limited contact? with pupils and the Contractor/Provider be required to do one or more of the following to protect pupils: l.Prohibit Contractor/Provider?s employees from using student restroom facilities, 2.Perform work when school is not in session, 3.Provide security patrols or supervision, 4.Restrict Contractor/Provider?s employees? access to site grounds, and/or 5.Provide badges or other visible means of Contractor/Provider?s identification. 12B.16 Page 14 oflS The Contractor??rovider Will have ?greater than limited contact? with pupils and the Contractor/Provider shall require their employees, including the employees of any subcontractor, who will provide these services, to submit their ?ngerprints in order to conduct a criminal background check per Education Code ?45122. 1. The Contractor/Provider shall not permit any employee, including the employees of any subcontractor, to perform services under this contract until: 1. The Department of Justice has determined that these employees have not been convicted of, or have charges pending for a de?ned felony. (Required clearances DOJ and FBI) 2. The Contractor/Provider has certi?ed in writing to the SYSD that the employer and all of these employees have not been convicted of, or do not have charges pending for a de?ned felony. AND shall 3. Prohibit Contractor/Provider?s employees from using student restroom facilities. 4. Provide badges or other visible means of Contractor/Provider?s identi?cation. By (Authorized Signature) Date TYREE N. DILLINGHAM Name (Type or Print) GSDASAS EXECUTIVE DIRECTOR Title 123.16 7 Page 15 of 15