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CONTRACT 6189 Service AgreementAgreement No. 6189 Agreement No. CONTRACT FOR SERVICES BETWEEN THE CITY OF EL SEGUNDO AND COMBINE ACADEMY This AGREEMENT is entered into this I8th day of August 2021, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and COMBINE ACADEMY, a California Corporation ("INSTRUCTOR"). 1. CONSIDERATION. A. INSTRUCTOR and CITY agree to abide by the terms and conditions contained in this Agreement; B. INSTRUCTOR agrees to provide the Services listed below; C. CITY will pay INSTRUCTOR seventy percent (70%) of course registration fees less any payments made to assistant instructors, if applicable, as consideration for this Agreement. 2. FACILITIES. CITY will provide the facilities needed to provide the Services below. 3. SCOPE OF SERVICES. A. INSTRUCTOR will perform services listed in the attached Exhibit `B". B. Class schedules will be determined by the parties on a quarterly basis. C. The parties intend to have a class size of approximately one instructor to 16 students (1:16). D. INSTRUCTOR will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all other matters whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the services required of INSTRUCTOR by this Agreement. 4. CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES. By executing this Agreement, INSTRUCTOR agrees to comply with Community Services Department Policies and Procedures as outlined in Exhibit "A." 5. FAMILIARITY WITH WORK. By executing this Agreement, INSTRUCTOR represents that INSTRUCTOR has: A. Thoroughly investigated and considered the scope of services to be performed; B. Carefully considered how the services should be performed; and Page 1 of 1 I Agreement No. 6189 C. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. 6. TERM. The term of this Agreement will be from August 19, 2021 to June 30, 2022. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "B'; B. Termination as stated in Section 9. 7. TAXPAYER IDENTIFICATION NUMBER. INSTRUCTOR will provide CITY with a Taxpayer Identification Number. S. PERMITS AND LICENSES. INSTRUCTOR, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 9. TERMINATION, A, Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination will be in writing. B. INSTRUCTOR may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. D. By executing this document, INSTRUCTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 10. INDEMNIFICATION. A, INSTRUCTOR indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, INSTRUCTOR will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. Page 2 of 11 Agreement No. 6189 C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by INSTRUCTOR as required by Section 13, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by INSTRUCTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 11. INDEPENDENT INSTRUCTOR. CITY and INSTRUCTOR agree that INSTRUCTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. INSTRUCTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. INSTRUCTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct INSTRUCTOR as to the details of doing the work or to exercise a measure of control over the work means that INSTRUCTOR will follow the direction of the CITY as to end results of the work only. 12. AUDIT OF RECORDS. A. INSTRUCTOR agrees that CITY, or its designee, have the right to review, obtain, and copy all records pertaining to the performance of this Agreement. INSTRUCTOR agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this Agreement. INSTRUCTOR further agrees to maintain such records for a period of three (3) years following final payment under this Agreement. B. INSTRUCTOR will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement. 13. INSURANCE. A, Before commencing performance under this Agreement, and at all other times this Agreement is effective, INSTRUCTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Workers compensation Limits combined single) $1,000,000 Statutory requirement B. Commercial general liability insurance must meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy Page 3 of 11 Agreement No. 6189 coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. INSTRUCTOR will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. INSTRUCTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. D. Should INSTRUCTOR, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at INSTRUCTOR's expense and deduct the cost of such insurance from payments due to INSTRUCTOR under this Agreement or terminate. 14. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: CITY INSTRUCTOR City of El Segundo Combine Academy Community Services Department Attn: David Howard Attn: Rachel Cummings 201 Standard St. Apt. 1 350 Main St. El Segundo, Ca 90245 El Segundo, CA 90245 djhoward0920@gmail.com Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 15. SOLICITATION. INSTRUCTOR maintains and warrants that it has not employed nor retained any company or person, other than INSTRUCTOR's bona fide employee, to solicit or secure this Agreement. Further, INSTRUCTOR warrants that it has not paid nor has it agreed to pay any company or person, other than INSTRUCTOR's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should INSTRUCTOR breach or violate this warranty, CITY may rescind this Agreement without liability. Page 4 of 11 Agreement No. 6189 16. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County, 17. COMPLIANCE WITH LAW. INSTRUCTOR agrees to comply with all federal, state, and local laws applicable to this Agreement including, without limitation, the Americans with Disabilities Act ("ADA"). 18. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 19. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 20. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 21. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 22. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 23. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 24. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. Page 5 of 11 Agreement No. 6189 CITY OF EL SEGUNDO, a general law city. hlt , Melissa McCollum Community Services Director ATTEST: ./fir Tra e , Ci Clerk,, APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: ®. .............. — David H, King, DekU4 City Attorney INSURANCE APPROVAL: .......... .-_----- Hank Lu Risk Manager Combine atl y David ' owar Taxpayer ID No. 421 - 1-1762 qkL--O-+ Page 6 of 11 Agreement No. 6189 CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES — Exhibit "A" Performance Policies: 1. Report to work as scheduled. Allow ample time (minimum of 15 minutes) for preparation and clean-up; your class/es should start and end at the designated class times. 2. If unable to work, any substitutes or assistants must be authorized contractors with the City of El Segundo and must have a current signed contract on file in the Recreation Division office. 3. Dress appropriately: closed -toe shoes (sandals or aqua footwear for aquatics staff - bare feet are permitted on pool deck). Shorts must be of an appropriate length, no inappropriate logos or slogans. Dress in a manner which facilitates your ability to conduct your program. 4. Instructors must act in a professional and appropriate manner at all times. 5. Profanity, slang, and derogatory, sexual, religious, and/or ethnic comments are prohibited. 6. No alcoholic beverages or tobacco are allowed on CITY property. 7. No transporting of participants/students in personal vehicles.. 8. CITY facilities (and/or joint use facilities) are not to be used for paid private instruction unless fully executed contract or license agreement is in place. Participant Emergency Procedures: 1. Administer first aid only if you are certified to do so. 2. Only basic first aid treatment is authorized, regardless of your personal training. If you have questions regarding first aid procedures, discuss with the Recreation and Parks Supervisor prior to working. 3. For serious situations call 911 for Paramedics, Fire, and Police. 4. Do not move injured patrons, unless required to do so for their safety. 5. Accident/Incident Reports - Immediately notify office staff, Supervisor and/or the Recreation Department Superintendent and/or Director of all accidents or incidents. These reports are to be completed by City staff, not the patron or contractor. Contractor is responsible for notifying staff about all emergencies and incidents. Page 7 of 1 l Agreement No. 6189 Eguipment, tau lies Facilities: 1. CITY facilities may be utilized for your class only at the designated class date and time, at the designated class location, unless otherwise authorized. 2. Class equipment and supplies should be maintained in safe operating condition. a. Report all unsafe conditions with CITY equipment/facilities to Supervisor via Accident/Incident Report form. Course Management: ement: 1. Only those students enrolled with the CITY of El Segundo Com►nunity Services Department mayparticipate in your class. Only those students registered with the CITY have signed release forms/indemnity clause. 2. Class rosters are to be obtained from your Supervisor or designated CITY staff by the first day of class. Established minimum number of participants must be registered in each class by completion of first class session or class is subject to cancellation. 3. Student rosters with names and addresses should not be shared with others. 4. Contractors may request a one -day "Guest Pass" for individuals not currently enrolled. Recreation Staff reserve the right to approve or disapprove guest pass requests. 5. Students must attend program classldayltime they are enrolled in. 6. Makeup classes should be scheduled through Contractor, pending site availability.. 7. If Contractor is unavailable, Contractor may use a substitute instructor. Substitute instructors must be contracted by the CITY of El Segundo to instruct the specified program or activity. The contract must be fully processed through the Recreation Division for current fiscal year. 8. If Contractor or a substitute is unavailable to instruct a class, the class may not meet or rehearse, regardless of the age of the students. No instructors in -training, guest leaders, or any other type of substitute instructor is allowed unless the substitute holds a current contract with CITY for the specified program or activity. 9. Instructors may not permit siblings, friends, family members to participate in and/or assist (without proper registration) with set-up/instruction/clean-up of the class. Page 8 of 11 Agreement No. 6189 CONTRACTOR Invoices: 1. Payments will be issued based upon the Recreation Parks/Accounts Payable deadlines. 2. Invoices may be submitted within two weeks before the end of each class session. However, payments will not be released until the class has completed. 3. Invoices must be accurate and supported by department -issued computerized rosters. invoices will be reviewed and authorized by the Community Services Supervisor prior to payments. Incomplete and/or inaccurate invoices will be returned to the Contractor for revisions. a. Before submitting an invoice, Contractor must request a current roster from designated Department staff. Roster is to be dated within 2 business days prior to end class session date. Fees: 1. Any material fees, league fees, meet fees, etc. must be included in the course fee. The Community Services Department reserves the right to audit the Contractor's records. 2. Contractors may not collect class registration fees. To enroll, patrons must contact the Community Services Department and complete a class registration form including indemnification clause. 3. Refund and Credit Requests must be made within the first two classes of the session and approved by the Supervisor. A $10 Administrative Fee will be charged for all refunds. However, the Administrative Fee will be waived if credit requests are made in lieu of refunds and applied to account for future registrations. The Administrative Fee will also be waived for any pro-rata refunds made under Section 15 of the Agreement due to instructor unavailability. 4. No discounts or fee waivers can be permitted to obtain program enrollment (see Course Management # 1). Advertising,,Publicity, 'web Sites: All web sites, publicity and/or advertising for Contractor's class must be a roe>ed b , the `I "'la's gprvi!,sor.. 1. The following information must be listed on all program material., a. The class name and the name of the instructor. b. A statement that the instructor's class is made available through the City of El Segundo Community Services Department Page 9 of 11 Agreement No. 6189 c. Registration is available at Civic Rec at esrec.org d_ For more information call the Community Services Department at (310) 524-2700. e. Address/location of program 2. The City of El Segundo will advertise your program via the department website at https://www_elsegundorecparks.org/ . Contact the Community Services Supervisor for more information. A copy of this Instructor Agreement, including Exhibits "A " and `B " will be forwal sled for your files once Agreement has been fully executed. Page 10 of I I Agreement No. 6189 Page 11 of I I Agreement No. 6189 Exhibit B About us Located in El Segundo California, Combine Academy aims to cater the youth who aspire to excel in sport and in life. The founder, David Howard, started Combine with the idea of aspiring to be good or proficient at all things; a modern-day renaissance. After years of collegiate and professional coaching and training, learning and acquiring not only exercises, skills, and philosophies which have helped him achieve success and hard-earned recognition within the Southern California basketball community. Combine Academy's training program targets combining skill sets of all positions and instilling them into all of our academy trainees and players. As the game evolves and continues to grow, versatility and specialization will be two factors recruiters and coaches look for when building a team. Thus, Combine Academy is enhancing player opportunity to improve and perform regardless of the game scenario as athletes will not only be specialized but they will be versatile enough to perform various tasks of other positions on the court. Much like life themes of change, our athletes are able to adapt and perform at a high level regardless of the circumstance. Agreement No. 6189 Trainingsessions Our training sessions are meticulously planned by our trainer and are designed in a manner geared toward the maximization of efficiency. Your time is valuable, so our goal is to best prepare you while taking up the least amount of your time possible. Your training will be conducted by one or more of our trainers over a total of 4 sessions that will last 50 minutes each. Training sessions will be comprised of both activities and lectures that will touch upon but are not limited to the following subjects: • Ball Handling • Shooting/ Form Shooting • Passing/ Court vision a Court Spacing and off Ball Movement w Post Moves e Defensive Positioning & much More! 1. TRAINING The Trainer shall conduct training in El Segundo in accordance with the schedule explained in Section A. Training will be offered under Combine Contracting and Custodial LLC doing business as Combine Skills Academy, Coaches/ Trainers will be employees or hired professional labor of Combine Skills Academy and will facilitate quality skills training following the schedule described in section A. Agreement No. 6189 2. PAYMENT Payment and Pricing: Group Skills training will be offered via designated time slots. Pricing explained below; Group Training Pricing- - Individual session $50 - Bundle of 4 Sessions- $190 - Bundle of 8 Sessions - $360 3. CANCELLING THE TRAINING SESSIONS The Client agrees and acknowledges that a change in the schedule may present a significant burden for.the Trainer and thus the Client shall forfeit [WRITTEN DOLLAR AMOUNT] dollars ([NUMERICAL DOLLAR AMOUNT]) of the amounts already paid to the Trainer. If the Trainer has to cancel for any reason Clients will be notified 24hrs in advance & credited for the canceled session. Cancellations due to weather will be credited as well. 4. PUBLICITY AND MARKETING The Client authorizes the Trainer to utilize the Client's logo and associated trademarks as well as any media, photos, or footage from any training session solely for the purpose of marketing the Trainer's services. TRAINING SCHEDULE Training shall take place Tuesday and Thursday evenings from 4pm -7pm Starting June 22, 2021. [4pm] — [5th-6th Grade]: [50 Minute Group Skills Training Session] Agreement No. 6189 [5pm] — [7th-8th]: [50 Minute Group Skills Training Session] [6pm — [High School]: [50 Minute Group Skills Training Session] Training sessions will vary as determined by coaches assessment, number of participants, and other variables of group training. The class is meant to give participants multiple training sessions as results are contingent on repetition and time. Practice makes Improvement!