CONTRACT 4950 Service Agreement CLOSEDAgreement No. 4950
Agreement No.
CONTRACT FOR SERVICES RETWEEN
THE CITY OF EL SEGUNDO AND
SOUTH DAY FORCE FC, INC DBA LA GALAXY SOUTH BAY
This AGREEMENT is entered into this IS day of October, 2015, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ( "CITY ") and SOUTH BAY FORCE
FC, INC. DBA LA, GALAXY SOUTH BAY ("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 seventy percent (70 %) of course registration fees
Iess any payments made to assistant instructors, if applicable, 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 16 students
(1:15).
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. CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES. By executing
this Agreement, INSTRUCTOR agrees to comply with Recreation, and Parks Department Policies
and Procedures as outlined. in Exhibit "B."
5. :FAMILIARITY WITH WORK. By executing this Agreement, INSTRUCTOR represents
that INSTRUCTOR has:
A. Thoroughly investigated and considered the scope of services to be performed;
Page I of It
Agreement No. 4950
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.
6. TERM. The term of this Agreement will be from October 1, 2015 to September 30, 2016.
Unless otherwise detenrained 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 9.
7. TAXPAYER IDENTIFICATION NUMBER. INSTRUCTOR will provide CITY with a
Taxpayer Identification Number.
8. (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.
9. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice oftennination will be in writing.
B. INSTRUCTOR may tern -mate 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 clauns for damages
that might otherwise arise from CITY's termination under this Section.
10, 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. 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.
Page 2 of H
Agreement No. 4950
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 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 INSTRUCTOR pursuant to this
Agreement, including, without limitation, to the provisions concerning
indemnification,
11. INDEPENDENT INSTRUCTOR. 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, bones or similar benefits CITY
provides for its employees. Any provision in this Agreement that may appear to give CITY tiie
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.
I2. 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.
13. 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:
page 3 of 1 I
�f�;lt�srtra�c
Commercial general liability:
Workers compensation
Agreement No. 4950
Trait aalbx�lt< sig
$ 1 ,000,000
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
naive 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, 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:VIL" Certificate(s) must reflect that the insurer will provide
thirty (30) day notice of any cancellation of coverage. INSTRUCTOR will requite
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 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.
14. NOTICES, All communications to either party by the other party will be deemed made when
received by such party at its respective naive and address as follows:
CITY TN; TRUC OR
City of El Segundo South Bay Force FC, Inc
Recreation & Parks Department DBA LA Galaxy South Bay
Attn: Shawn Green PO BOX 7000 -$79
350 Main St. Redondo Beach, CA. 90277
El Segundo, CA 90245
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
Pave 4 of 1 I
Agreement No. 4950
delivery. Changes inay be made in the naives or addresses of persons to whom notices are to be
given by giving notice in the manner prescribed in this paragraph.
15. 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. Ftu-ther, 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.
lb. 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 I,os Angeles County.
17. 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 ").
18. ENTIRE AGREEMENT. This Agreement, and its Attachments, scats forth the entire
understanding of the parties. There are no other understandings, mums 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.
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. SEVERA.BILITY. 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 fiill 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 maybe modified by ��►ritten 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
Pabc5ofII
Agreement No. 4950
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 at original signature.
24. TIME IS OF ESSENCE. Time is of the essence for cacli and every provision of this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first herei.nabove written.
South Bay Force IBC, Inc.,
D.B.A. LA Galaxy South Bay
—�
ATTEST:
Taxpayer ID No.26 2317565
Tracy Weaver-,
City Clerk
APPROVED AS TO FORM:
MARK I?, I EN I:�". City Attorney
By-
David H_ King, City Attorney
Page 6 of I l
Agreement No. 4950
Scope of Services — Exhibit "A"
INSTRUCTOR agrees to provide certified and trained coaching for soccer classes at CITY'S
Richmond Field located at the comer of Mariposa Avenue and Virginia Street:
CITY agrees that INSTRUCTOR may utilize Riclunond Field for the following class costs and
schedules-
Cost is S10WS120 'ion- Re6dent fob" it classes.
16196 W January 6- January 27, 2016 4 :00pm -5:15 pm
16197 W February 3- February 24, 2016 4:00pm -5:15 pm
161198 W March 2- March 30, 2016 4:00pm -5:15 pnx
Cost is 52751$330 Non - Resilient for 13 classes.
16199 W January 6, January 30, 2016 4:00pili -5:15 pn-i
CITY maintains certahu perfonnance standards that INSTRUCTOR must meet each class
session. The criteria required must meet the minimum outlined in Exhibit B, Contract Class and
Program Policies and Procedures.
Page 7 of I I
Agreement No. 4950
CONTRACT CLASS AND PROGRAM
POLICIES AND PROCEDURES -- Exhibit "I3"
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 %vork, 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 pennitted 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.
S. 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.
S. 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 Einergency Procedtiresr
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 the Recreation and barks
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,
Accident/Incident Reports - Immediately notify office stag', Supervisor and /or the
Recreation Department Superintendent and/or Director of all accidents or incidents. These
Page 8 of 11
Agreement No. 4950
reports are to be completed by City staff, not the patron- or contractor. Contractor is
responsible for motif ping staff about all emergencies and incidents.
Equipment, Sr mss, ri acifit .s:
1. CITY facilities may be utilized for your class only at the designated class date and tune,
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 14lana err -ent:
1. Only those students enrolled with the CITY of El Segundo Recreation and Narks
Department may par °tici ate in your class. Only those students registered with the CITY
have signed release forms/indernnity 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. Students must attend program classl`tltry;!tirsne they are enrolled in.
b. Makeup classes should be scheduled through Contractor, pending site availability.,
7. 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 mtust be fully processed through the Recreation
Divisiorn for current fiscal year.
8. 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 finless the substitute holds a current
contract with CITY for the specified pro-rain or activity.
9. Instructors may not permit siblings, friends, family members to participate in and /or assist
(without proper registration) with setup /instruction/clean -up of the class,
Page 9 of I I
Agreement No. 4950
CONTRACTOR Invoices:
1. Payments will be issued based upon the Recreation Parks /Accounts Payable deadlines.
2. Invoices may be submitted within two weeks before the end of each class session.
However, payments will not be released until the class has completed.
Invoices must be accurate and supported by department- issued computerized rosters.
Invoices will be reviewed and authorized by the Recreation and Parks Supervisor prior to
payments. Incomplete andlor inaccurate invoices will be returned to the Contractor for
revisions.
a. Before submitting an invoice, Contractor must request a current roster froin
designated Department staff.
Roster is to be dated within 2 business da s orior to end class s :::n elate.
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's records.
2. Contractors rnuy 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 and
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 acid applied to account for future registrations. The Administrative Fee kvill 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:
All web sites, publicity and /or advertising for Contractor's class must be approved b the
1. The following information, must be listed on all program material:
a. The class name and the name of the instructor.
Page 10 of 11
Agreement No. 4950
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 the Recreation and Parks 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.
Contractor lame (Print) agr�a..W
� ) � ttr Date - ...�_..
A copy of'this Instructor Agreement, including .exhibits "A" and "B" will be for wardedfir }your
files once Agr aenmeni has been fidly executed.
Page 11 of 11