CONTRACT 3931 CLOSED,� ry
3
Agreement M7 ai
R & P -096
CONTRACT FOR SERVICES BETWEEN
THE CITY OF EL SEGUNDO AND
TRIFYTT SPORTS
This AGREEMENT is entered into this day of o 2009 , by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ( "CITY ") and TriFytt Sports, a for profit Sole
Proprietor ( "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 70% of registration fees class registrations as consideration for
this Agreement. (Exhibit `B ")
2. FACILITIES. ❑ CONTRACTOR ® 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 12 students (1:12).
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. CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES. By executing this
Agreement, CONTRACTOR agrees to comply with Recreation and Parks Department Policies and Procedures
as outlined in Exhibit `B ".
5. 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
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under this Agreement.
6. TERM. The term of this Agreement will be from October 1, 2008, to September 30, 2009. 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.
7. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer
Identification Number.
8. 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.
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. 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.
10. 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.
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
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CONTRACTOR 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 CONTRACTOR pursuant to this Agreement, including, without limitation, to the
provisions concerning indemnification.
11. 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.
12. 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.
13. 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
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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.
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:
CONTRACTOR
CITY
Bob Cummings, Director of Recreation & parks Andrew Todd
City of El Segundo TriFytt Sports
339 Sheldon Street 1500 S. Anaheim Blvd. Ste 220
El Segundo, CA 90245 Anaheim, CA. 92805
PH: 310 - 322 -2700 Phone: 714 -917 -3606
FAX: 310 -322 -3963 Fax: 714 -917 -3605
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. 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.
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. CONTRACTOR 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.
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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, SEVERABELITY. 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.
CITY OF EL
a gen +
Ja Wayt
C ty Manager
ATTEST:
Cindy Moi
City Clerk
APPROVED fn M:
MARK D. HCITY
t /
By; ., _ J
_,Karl H. Berger,
Assistant City Atto!n ,,
n
AndrWl8dd
TriFytt Sports
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3931 .
Agreement No. �``� °`
R & P #09 -096
Scope of Services — Exhibit "A"
CONTRACTOR agrees to perform the following services: Baseball Camp, Fytt Camp of Fun, Football Skillz
Camp, Tee Ball, and Softball Camp.
CITY maintains certain performance standards that CONTRACTOR must meet each class session. The criteria
required must meet the minimums outlined below. (Complete one for each program taught.)
Camp Outlines
(Baseball Camp)
The baseball elite camp is designed to teach young dedicated baseball players how to take their game to the next
level. Athletes will learn and understand of the nuances of this complex game. This camp will challenge and
encourage athletes to take the limits off their game, whiles teaching them the importance of hard work,
perseverance, and goal setting in a group setting. Every participant will receive a camp shirt and ball.
(Fytt Camp of Fun)
Come and play all of your favorite sports combined with all of your favorite games such as freeze tag, dodge
ball, kick ball, capture the flag, and many more. The Fytt Camp of Fun is designed to keep kids active and have
fun in a safe and fun environment where they will make great memories with friends and coaches. Every
participant will receive a camp shirt.
(Football Skillz Camp)
Come and TriFytt Sports in its football camp and learn the basic to advance skills in football. This camp will
teach football positions such as quarterback, running backs, wide receivers, line backers as well as offensive
and defensive style practices in a fun and safe environment. Our coaches are knowledgeable, friendly, focused,
and committed to giving hands on help so that every athlete can reach their full potential. All participants will
be given a camp shirt and ball.
(Tee Ball)
Here is a great chance for kids to be introduced to tee -ball in a fun and safe environment while learning the
basics of the game. Our tee -ball curriculum is designed for kids to have fun with friends and coaches while
fine- tuning their motor and socialization skills. Every child will also be given a camp T -shirt and ball.
(Softball Camp)
Come and join us and learn or improve the skills needed to become a skillful softball player. This camp will
focus on the fundamental skills of softball by using fun games and exercises. We will also develop work ethic,
sportsmanship and goal setting skills. Every participant receives a camp shirt and ball.
Activity
Date
Time
Age
Days
Cost
Min/Max
Lil Stars Tee Ball
Jun 22 - 26
9am -12pm
5 -7
Mon -Fri
$119
8/16
Tiny Stars Tee Bail
Jun 22 - 26
12:15pm -lpm
3 -5
Mon -Fri
$65
8/16
Softball
Jun 29 - Jul 3
9am -3pm
7 -12
Mon -Fri
$149
8/24
Elite Football
Jul 13 - 17
9 -12pm
8 -12
Mon -Fri
$119
8/20
Camp of Fun
Jul 20 - 24
9am -12pm
5 -9
Mon —Fri
$119
8/16
Camp of Fun
Aug 10 - 14
5 -8pm
6 -10
Mon -Fri
$119
8/24
Lil Stars Tee Ball
Aug 17 - 21
9am -I2pm
5 -7
Mon —Fri
$119
8/16
Tiny Stars Tee Ball
Aug 17 - 21
12:15pm -lpm
3 -5
Mon -Fri
$65
8/16
Baseball
Aug 24 -28
5 -8pm
7 -12
Mon -Fri
$119
8/24
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Contract Class Policies and Procedures — Exhibit `B"
Performance Policies:
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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. Instructor conduct is to represent the City 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 your 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 on all emergencies and incidents.
Euuipment. Supplies, 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.
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Agreement No.
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Course Management:
1. Only those students enrolled with the CITY of El Segundo Recreation and Parks Department may
participate in your class. Only those students registered with the CITY have signed release
forms /indemnity clause and/or are entered on CITY and/or Southern California Municipal Athletic
Federation (SCMAF) insurance programs.
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. A student wishing to evaluate the program/class before enrolling may only observe the program. Active
participation is limited to those who have completely registered/enrolled.
5. Department policy stipulates that all programs/classes must maintain a ratio of 51% El Segundo
residency.
6. Students must attend program classldayltime they are enrolled in.
7. Makeup classes should be scheduled through instructor, pending Supervisor authorization and site
availability.
8. Instructors and/or assistants must be contracted by the CITY of El Segundo to instruct the specified
program and/or activity. The contract must be fully processed through the Recreation Division for
current fiscal year.
9. If the instructor is unavailable, the class may not meet or rehearse without the authorized, contracted
instructor (or authorized substitute instructor), regardless of the age of the students - youth or adults.
No instructors in- training, guest leaders, etc., unless they hold a current contract with the CITY of El
Segundo for specified program.
10. 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.
11. Course content, lessons, format, etc. must be discussed and approved by your Supervisor before
working.
12. Class handouts, letters, correspondence, etc. must be approved by your Supervisor before
distribution.
CQNTRACTOR Invoices:
1. Payments will be issued based upon the Recreation Parks/Accounts Payable deadlines.
2. Invoices will not be accepted until the end of each class session and must be submitted within IS
business days. Late registrations for on -going programs should be submitted within IS business days
of end of month.
3. Invoices must be accurate and supported by department- issued computerized rosters. Invoices will be
reviewed and authorized by your Supervisor prior to payments. Incomplete and/or inaccurate invoices
will be returned to the CONTRACTOR for revisions.
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a. Before submitting your invoice request a current roster from designated Department staff.
Roster is to be dated within 5 business days prior to end class session date.
Fees:
1. Any material fees, league fees, meet fees, etc. collected by a CONTRACTOR must be
documented/recorded and the patron should receive a receipt. The Recreation and Parks Department
reserves the right to audit the records.
2. CONTRACTORS may not collect class registration fees. To enroll, patrons must contact the
Recreation and Parks Department and complete a class registration form including indemnification
clause.
3. 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 must be approved by your CITY Supervisor.
1. The following information must be listed on all program material:
a. Sponsored by the City of El Segundo Recreation and Parks Department
b. Registration is available at the Checkout Building in Recreation Park, 401 Sheldon Street;
George E. Gordon Clubhouse, 300 E. Pine Avenue and the Joslyn Center, 339 Sheldon Street.
c. For more information call the Recreation and Parks Department at (310) 524 -2700.
d. Address/location of program
2. The City of El Segundo will advertise your program via quarterly Recreation Brochures. Contact your
supervisor for more information.
As a CONTRACTOR with the CITY of El Segundo Recreation and Parks Department, I have read the
above and understand that any deviation from these policies and procedures may affect the status of my
contract.
Hv�2li�'�•��
Z2
CONTRACTOR'S Name (Print) Signature
L- -2 —of
Date
A copy of the Instructor Agreement, including Exhibits "A" and "B ", will be forwarded for your files once
Agreement has been fully executed.
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