CONTRACT 4265 Service Agreement CLOSED4265 ,
Agreement No. _ m ` '61 E, iw
CONTRACT FOR INSTRUCTIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
TRIFYTT SPORTS
This AGREEMENT is entered into this 16th day of April, 2012, by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and TRIFYTT
SPORTS, a California Limited Liability Company ( "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 70% of registration fees class registrations 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 "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 twelve
students (1:12).
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. 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
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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 April 10, 2012, to September 30, 2012.
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 4
6. TAXPAYER IDENTIFICATION NUMBER. INSTRUCTOR will provide CITY with a
Taxpayer Identification Number.
7. 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.
8. TERNIINATION.
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,
9. 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, except
for such loss or damage arising from CITY's sole negligence or willful
misconduct. 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.
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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 INSTRUCTOR 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 INSTRUCTOR pursuant to
this Agreement, including, without limitation, to the provisions concerning
indemnification.
10. INDEPENDENT CONTRACTOR. 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.
11. 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.
12. 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:
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Tyne of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits (,combined single)
$1,000,000
$1,000,000
Statutory requirement.
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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. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. 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.
E. 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.
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
Attn: Recreation & Parks
City of El Segundo
350 Main Street
El Segundo, CA 90245
Ph: 310 -524 -2263
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INSTRUCTOR
Attn: Adrew Todd
Trifytt Sports.
1205 North Red Gum St. Ste A.
Anaheim, CA. 92806
Ph: 714 - 237 -0060
Fax: 310 - 647 -4223 Fax: 714- 237 -0061
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. 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.
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. COMPLL4,NCE 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 ").
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 Parry 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
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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 parry 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.
C17 "Y F pT , 1 D
Greg Ca"- r �11ter,
City l+la gee
ATTEST:
Tracy r.-
C� .y Clerk
APPROVED AS TO FORM:
MARK D. IJ NS Y, City Attorney
By. Karl H B 6 A i
Andrew Todd, Trifytt Sports
Taxpayer ID No. 32- 0296142
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Exhibit A
Scope of Services
CONTRACTOR agrees to provide the following summer camp services at CITY'S
Campus El Segundo:
1. Pee Wee I'cc Ball
2. Pee Wee Soccer
crrY agrees that CON"FRAcrOR may Litilize City's Carnpus El Segundo for the
following camp schedule:
Pee Wee Tee Ball
June 25, 2012 — Rine 29, 2012 (Monday-Friday)
* 1,0:30-11:1,5aiii,(4-6yeai-olds)
* 11:30-12:00ptn(2-3 year olds, Parent & Me)
• 12:15-1:0(') pia i(3-4 year olds)
Pee Wee Soccer
July 16, 2012 - July 20, 2012 (Monday-Friday)
• 10:30-11:15 ani (4-6 year olds)
• 11:30-12:00pni (2-3 year olds, Parent& Me)
• 12:15-1:00 pin (3-4 year olds)
CI'T'Y agrees to pay CONTRACI"'OR 70% of class registration fees not to exceed three
thousand dollars ($3,000) for 2011-2012 (October J, 2011 -- Septeniber 30, 2012)