CONTRACT 3773 Service Agreement CLOSEDN
Agreement o.7 7 3
R & P #08 -093
CONTRACT FOR o- ERVICES BETWEEN
THE CITY OF EL SEGUNDO AND
L.A. ICE VENTURES COMPANY, LLC
This AGREEMENT is entered into this 30tk day of August, 2007, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ( "CITY ") and Polar Ice Ventures Company, LLC, a
for profit Corporation ( "CONTRACTOR ").
1. CONSIDERATION.
CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement;
CONTRACTOR agrees to provide the Services listed below;
A. CITY will pay CONTRACTOR 70% of registration fees class registrations as consideration for
this Agreement. (Exhibit `B ")
2. FACILITIES. EiCONTRACTOR ❑ CITY (select one) will provide the facilities needed to provide the
Services below.
3. SCOPE OF SERVICES.
CONTRACTOR will perform services listed in the attached Exhibit "A," which is incorporated herein.
A. Class schedules will be determined by the parties on a quarterly basis.
B. The parties intend to have a class size of approximately one instructor to 12 students (1:12).
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;
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, 2007, to September 30, 2008. Unless
otherwise determined by written amendment between the parties, this Agreement will terminate in the following
instances:
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37 73 • .`"S"al
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. Except as otherwise provided, CITY may terminate this Agreement at any time with or
without cause. Notice of termination will be in writing.
A. CONTRACTOR may terminate this Agreement at any time. Notice will be in writing at least
thirty (30) days before the effective termination date.
B. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own
terms services similar to those terminated.
C. 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. See Addendum "A ", attached hereto and made a part hereof
B. 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.
C. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents,
representatives, and certified volunteers.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of
this Agreement.
E. 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
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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. 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.
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:
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.
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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
CONTRACTOR
Richard Brunette, Director of Recreation & Parks
Attn: General Manager
City of El Segundo
Polar Ice Ventures, LLC
339 Sheldon Street
555 N. Nash Street
El Segundo, CA 90245
El Segundo, CA 90245
PH: 310 -524 -2700
PH: 310 -535 -4510
FAX: 310- 322 -3693
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.
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.
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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.
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
a general law
vo
Jeff
City
ATTEST:
Cindy More n,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY CITY ATTORNEY
By:
Karl H. Berger,
Assistant City Attorney
L.A. ICE VENTURES COMPANY, LLC
Pollqjklce Ventures, L
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L.A. Ice Ventures Company, LLC
Contact: Juliette Harton
555 N. Nash St.
El Segundo CA 90245
310 -535 -4510, ext. 21
Scope of Services — Exhibit "A"
Ice Skating and Ice Hockey Classes
3 7 7 3 • .' -"
EXHIBIT "A"
CONTRACTOR agrees to perform the following services: Teach youth ice skating, ice hockey, in -line and dance classes.
Primary Duties: Ice Skating and Ice Hockey
Class instruction to include, but is not limited to, the following:
• To teach basic skating skills to students ages 3 — adult.
• Basic skills will vary depending on age of participants. Skills may include: forward marching or skating, proper
way to fall and get up, two foot glides, stops, one foot glides, backward wiggles, and backward swizzles.
• Thirty (30) minute class per week
• Free practice per week
• Rental skates included for class and practice session
• Classes will be held for four to six 4 -week sessions throughout the year.
• Fee Schedule:
• $85.00 for four -week session ($25.00 to City, $60.00 to Toyota Training Center per student) for each session.
Terms and Conditions:
• Contractors shall not take their own registrations for camps /programs nor shall they hold slots for other
participants than what has registered with ESRPD.
• Contractors shall not change date, time or location of camps/programs, unless authorized by ESRPD staff.
• Contractors shall provide staff, equipment, and any necessary notifications to participants.
• City will pay Contractor 70% of registration fees for class registrations.
• Need a minimum of one (1) participants and no maximum.
Approvals:
Print Name Title
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Signature
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Date
Date
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ADDENDUM "A"
Intellectual Property
Nothing in this Agreement shall be deemed a grant of any rights to record, tore, digitalize ,tape, film, broadcast
or telecast events presented at TOYOTA SPORTS CENTER by any means, including, without limitation, on
television or radio, over the internet, in motion pictures or for video tape or DVD distribution. City may not the
any way use any of the trademarks, trade names, service marks, copyrights or other proprietary rights
"Proprietary Rights ") of Contractor or any of its affiliates, licenses, sponsors, tenants or advertisers, or their
respective employees, agents, representatives, officers, directors, shareholders, partners, members, successors or
assigns without first obtaining the prior written approval of the owner of such Proprietary Rights, as well as the
approval of any other party whose approval is required therefore.
Indemni
City agrees to indemnify,
defend and forever save and hold harmless Contractor, its tenants, Anschulz
Entertainment Group, Inc. and their affiliates or related entities, respective principals, shareholders, members,
partners, officers, directors, employees, representatives, tenants, agents, contractors or volunteers (sometimes
collectively referred to herein as the "Contractor Indemnitees" and individually as a "Contractor Indemnitee"),
from and against any and all damages, claims, losses, demands, costs, expenses (including attorneys, fees and
costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which any one of the
Contractor Indemnitees may suffer or incur arising directly or indirectly out of or in connection with the
performance of the obligations or the failure of City to perform its obligation in accordance with the terms of
this Agreement, except to the extent arising from the gross negligence or willful misconduct of Contractor. The
foregoing indemnification shall survive any termination or expiration of the term of this Agreement.
Force Majeure
The parties to this Agreement will be excused from the performance of this Agreement in whole or in part by
reason of any of the following causes:
a) When such classes are prevented by operation of law.
b) If the classes do not take place because of the occurrence of a Force Majeure that prevents the
performance under this Agreement by Contractor or City of a material obligation under this
Agreement. A "Force Majeure" shall include, without limitation, fire, flood, earthquake, public
disaster, strike, labor dispute or unrest, accident, breakdown of electrical or other equipment, riot,
war, insurrection, civil unrest, Act of God or terrorism (including inclement weather), any act of any
legal or governmental authority, the illness or death of the performer, or any other cause beyond the
reasonable control of Contractor or City. In the event performance is excused in accordance with the
foregoing provisions, City agrees to pay Contractor any and all reasonable costs and expenses,
including amounts provided for in this Agreement, which have been incurred up to the time further
performance is excused. City hereby waives any claim for damages or compensation from
Contractor should this Agreement be so terminated.
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