CONTRACT 3287 Service Agreement CLOSEDr; d " 1.
Agreement N� /- O / - ' ° J
CONTRACT FOR SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
CALIFORNIA SKATE SCHOOL
This AGREEMENT is entered into this Z `l�— day of November, 2003, by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and California
Skate School, a California Corporation ( "CONTRACTOR ").
1. CONSIDERATION.
A. CONTRACTOR and CITY agree to abide by the terms and conditions contained in
this Agreement;
B. CONTRACTOR agrees to provide the Services listed below;
C. CITY will pay CONTRACTOR 75% of enrollment fees for fall and winter classes
and 70% of registration fees for spring and summer class registrations as
consideration for this Agreement. (Exhibit `B ")
2. FACILITIES. ❑ CONTRACTORS CITY (select one) will provide the facilities needed to
provide the Services below.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibit "A," which is
incorporated herein.
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 10 students
(1:10).
D. CONTRACTOR 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 CONTRACTOR by this Agreement.
4. FAMILIARITY WITH WORK. By executing this Agreement, CONTRACTOR represents
that CONTRACTOR has
A. Thoroughly investigated and considered the scope of services to be performed;
Page 1 of 6
3 °.8%
.., ...off
B. Carefully considered how the services should be performed; and
C. Understands the facilities, difficulties, and restrictions attending performance of the
services under this Agreement.
5. TERM. The term of this Agreement will be from October 1, 2003, to September 30, 2004.
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 "A ";
B. Termination as stated in Section 8.
6. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
7. PERMITS AND LICENSES. CONTRACTOR, 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.
8. 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. CONTRACTOR 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, CONTRACTOR waives any and all claims for damages
that might otherwise arise from CITY's termination under this Section.
9. INDEMNIFICATION.
A. CONTRACTOR 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,
CONTRACTOR 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.
Page 2 of 6
3287•.
B. For purposes of this section "CITY" includes CITY's officers, officials, employees,
agents, representatives, and certified volunteers.
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 CONTRACTOR as required by Section 12, 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 CONTRACTOR pursuant to this Agreement,
including, without limitation, to the provisions concerning indemnification.
10. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR
will act as an independent contractor and will have control of all work and the manner in which is it
performed. CONTRACTOR will be free to contract for similar service to be performed for other
employers while under contract with CITY. CONTRACTOR 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 CONTRACTOR as to the details of doing the work or to exercise a measure of
control over the work means that CONTRACTOR will follow the direction of the CITY as to end
results of the work only.
11. AUDIT OF RECORDS.
A. CONTRACTOR agrees that CITY, or its designee, have the right to review, obtain,
and copy all records pertaining to the performance of this Agreement.
CONTRACTOR 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. CONTRACTOR further agrees to maintain such records for a
period of three (3) years following final payment under this Agreement.
B. CONTRACTOR will keep all books, records, accounts and documents pertaining to
this Agreement separate from other activities unrelated to this Agreement.
12. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONTRACTOR will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits set
forth below:
Page 3 of 6
Type of Insurance Limits (combined single)
Commercial general liability: $1,000,000
Workers compensation 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 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. CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR, 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
CONTRACTOR under this Agreement or terminate.
13. 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
Stacia Mancini, Director of Recreation & Parks
City of El Segundo
339 Sheldon Street
El Segundo, CA 90245
Fax: (310) 322 -2396
CONTRACTOR
Janet Miller - Sheehan
California Skate School
P.O. Box 3093
El Segundo, CA 90245
(310) 322 -0136
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.
Page 4 of 6
14. SOLICITATION. CONTRACTOR maintains and warrants that it has not employed nor
retained any company or person, other than CONTRACTOR'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 CONTRACTOR'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 CONTRACTOR breach or violate this
warranty, CITY may rescind this Agreement without liability.
15. 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.
16. COMPLIANCE WITH LAW. CONTRACTOR agrees to comply with all federal, state, and
local laws applicable to this Agreement including, without limitation, the Americans with
Disabilities Act ( "ADA ").
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
Page 5 of 6
3287 • .'
23. 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.
CITY OF EL SEGUNDO,
a general law c'
Mar tre
City Martaeer
ATTEST:
r
indy rtesen,
City Clerk
APPROVED AS
MARK D. HEN
By: //
1 H. Berger,
Assistant City E
resident�/�p(U�7f� $
Page 6 of 6
California Skate School
Contact: Janet Miller - Sheehan
P.O. Box 3093
El Segundo, CA 90245
City of E1 Segundo
401 Sheldon St., El Segundo CA 90245
Inline Skating Classes
Scope of Services — Exhibit "A"
Primary Duties:
• To teach basic inline skating skills to students ages 5- adult.
• Basic skills will vary depending of age of participants. Skills may include: safety tips and
body alignment, proper heel brake stopping, striding, edging and turning, spin stopping,
cross - overs, transitions, T- stops, parallel turns, hockey stops, slaloms and backwards
skating.
• Two (2) hour class per week. Four (4) classes per session.
• California Skate School provides students the best inline skates provided by Salomon. All
equipment is provided free -of- charge, including helmets, wrist guards, elbow and knee pads
for use during class.
• A total of ten 4 -week sessions will be offered throughout the year.
Terms and Conditions:
Contractors shall not change date, time or location of the camps /programs, unless authorized
by ESRPD staff.
Contractors shall provide staff, equipment and any necessary notifications to participants.
City will pay Contractor 75% of enrollment fees for fall and winter classes and 70% of
registration fees for spring and summer class registrations.
Compensation Schedule — Exhibit "B"
Fee Schedule:
$25 per lesson or $75 for four lessons
Includes a two -hour lesson, certified instructors, teaching tools, inline skates (for use during
class), safety gear (for use during class) and insurance.
ate