CONTRACT 4268 Other CLOSEDAgreement No., w w" ... m * V,
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CONTRACT FOR INSTRUCTIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
L.A. ICE VENTURES COMPANY, LLC
This AGREEMENT is entered into this 1sT day of October, 2011, by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and L.A. ICE
VENTURES COMPANY, LLC ( "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% registration fees class registrations as
consideration for this Agreement (Exhibit "A" & `B ").
2. FACILITIES. INSTRUCTOR 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 12
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 October 1, 2011, to September 30, 2013.
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. 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. 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.
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:
Type of Insurance Limits (combined single)
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c.,,
Commercial general liability: $1,000,000
Business automobile 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. 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
Bob Cummings, Director of Recreation & Parks
City of El Segundo
401 Sheldon St.
El Segundo, CA 90245
310 -524 -2882
Fax: 310- 647 -4223
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INSTRUCTOR
L.A. Ice Ventures Company LLC
Attn: Juliette Harton
555 N. Nash St.
El Segundo, CA. 90245
Phone: 310 -535 -4406
Fax:
2,
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. 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 ").
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.
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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.
ATTEST:
C
CXty Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City ttorney
Bye . 2
Karl 1.1. Berger, Assista "ity Attorney
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Taxpayer ID No.
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Scope of Services — Exhibit "A"
Ice Skating and Ice Hockey Classes
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.
• 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.
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EXHIBIT `B"
CITY OF EL SEGUNDO RECREATION AND PARKS DEPARTMENT
CONTRACT CLASS AND PROGRAM
POLICIES AND PROCEDURES
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 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.
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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.
E ui ment 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.
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. 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. Department policy stipulates that all programs /classes must maintain a ratio of 51% El
Segundo residency.
6. Students must attend program class /day /time they are enrolled in.
7. Makeup classes should be scheduled through instructor, pending site availability.
8. 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 .
9. 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.
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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 syllabus must be discussed and approved by your Supervisor before
working.
CONTRACTOR Invoices:
1. Payments will be issued based upon the Recreation Parks /Accounts Payable deadlines.
2. Under Supervisor's discretion, invoices can 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 your Supervisor prior to payments.
Incomplete and /or inaccurate invoices will be returned to the CONTRACTOR for
revisions.
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. must be included in the course fee. The
Recreation and Parks Department reserves the right to audit the CONTRACTOR'
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. Refund and Credit Requests must be made within the first two classes of the session
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:
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All web sites, publicity and /or advertising for CONTRACTOR's class must be approved
by the CITY's Supervisor.
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 Recreation and Parks Department
c. 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.
d. For more information call the Recreation and Parks Department at (310) 524-
2700.
e. 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.
?rcl It
CONTRACTOR'S Name (Print) ignturd... 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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