CONTRACT 4886 Service Agreement CLOSEDAgreement No. 4886
Agreement No. _
CONTRACT FOR SERVICES BETWEEN
THE CITY OF EL SEGUNDO AND
AMERICAN CHESS INSTITUTE
This AGREEMENT is entered into this 1 st day of July, 2015, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ( "CITY ") and AMERICAN CHESS INSTITUTE
( "INSTRUCTOR ").
1. CONSIDERATION.
A. NS 1�RUCTOR 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 less any
payments made to assistant instructors, if applicable, as consideration for this Agreement.
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 10 students (1:10),
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;
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.
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Agreement No. 4886
6. TERM. The term of this Agreement will be from July 1, 2015 to September 30, 2016. 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 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 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.
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.
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.
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Agreement No. 4886
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, 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.
12. 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:
Type of Insurance Limits combined sin ale
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, 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.
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Agreement No. 4886
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 parry will be deemed made when received by
such party at its respective name and address as follows:
(, TTV INSTRUCTOR
City of El Segundo
Recreation & Parks Department
Attn: Meredith Petit
350 Main Street
El Segundo, CA 90245
Phone: 310 -524 -2363
Fax: 310- 647 -4223
American Chess Institute
13415 SE Silver Circle
Vancouver, WA 98683
Phone: 253- 651 -3454
Email.jsteedman09@gmail.com
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. 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.
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. 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, 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.
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. 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
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Agreement No. 4886
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22. AlJ '1'IIORITY!'VIODIFI('A'1'ION. llte Parlie-N represent and warrant that all nece,sairy i►elion has biYn
taikcn by the Parties to authorize the unak rsiinx.d to execute this Agreement and to engage in the actions described
herein_ 'i his Agrmmcnl malt be modified by written anlendinc rit, CITY's city manaFcr_ or designee, ffwy eteciac
any such amendment on lwhalt'(W ITY.
'3. A('('[-:I'TANCE OF FACSIMILE SICNATIiRES. Thc: Parties agree that this Ag,reernent, agru mcnls
anc.illar -, to ibis Agreerrrc•nt. and related d(wtirwrnts to he entered into in connection with this Agrimmint will be
crmtiider,ed signed when the signature. c ?f a party is de leered by l4ws-arnilc transmission. Such facsinrile
signature will ht; ireated in all respects ;.Ys hating the satne 011'ect as in original signature,
24, TIME IS OF ESSENCE Timt; is of the essence for cacti artd every provision +}f this Agreement.
IN WITNESS WHE:.RFOI the parties hcn:10 have executed this coniract the Jay and year first
hereina bovc written.
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Agreement No. 4886
Scope of Services — Exhibit "A"
INSTRUCTOR agrees to provide the following services at City's Clubhouse Facility, located at 300 E.Pine
Ave..
• Certified and Trained Instructors for Chess, Minescratch, and Minecraft Computer Programming.
CITY agrees that INSTRUCTOR may utilize the following schedule:
Year -Round (starting July 6, 2015)
• Summer: Monday —Friday: 9:30am -12pm or 1 -4pm
• Fall, Winter, Spring: depending on George E. Gordon Clubhouse room availability
CITY will pay INSTRUCTOR 70% of class registration fees less payments made to assistant instructors, if
applicable. Amount due is based on number of participants, estimated not to exceed ten thousand dollars
($10,000).
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Agreement No. 4886
CONTRACT CLASS AND PROGRAM
POLICIES AND PROCEDURES — Exhibit "B"
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 the Recreation and Parks 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
about all emergencies and incidents.
E uui anent Sur lies 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.
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Agreement No. 4886
a. Report all unsafe conditions with CITY equipment /facilities to Supervisor via Accident /Incident
Report form.
Course Mana cement:
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. Students must attend program class /day /time they are enrolled in.
6. 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 must
be fully processed through the Recreation Division 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 unless the substitute holds a current contract with CITY for the specified
program or activity.
9. 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.
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.
3. 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 and /or
inaccurate invoices will be returned to the Contractor for revisions.
a. Before submitting an invoice, Contractor must request a current roster from designated
Department staff.
Roster is to be dated within 5 business days prior to end class session date.
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Agreement No. 4886
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