CONTRACT 5499 Service Agreement CLOSED Agreement No. 5499
Agreement No.
CONTRACT FOR SERVICES BETWEEN
THE CITY OF EL SEGUNDO AND
LEAP SPORTS LLC
This AGREEMENT is entered into this 16th day of February, 2018, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ("CITY") and LEAP SPORTS LLC, a California
Limited Liability Corporation("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. INSTRUCTOR agrees to pay CITY twenty five percent(25%) of course registration fees.
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 a maximum participants
of 50.
D. INSTRUCTOR will, in a professional manner, famish 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
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 February 16, 2018 to September 30,2020. Unless
otherwise determined by written amendment between the parties,this Agreement will terminate in the following
instances:
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Agreement No. 5499
A. Completion of the work specified in Exhibit"A";
B. Termination as stated in Section 9.
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. 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 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 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
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Agreement No. 5499
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:
TYDe of Insurance Limits(combined sin lel
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.
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.
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Agreement No. 5499
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 INSTRUCTOR
City of El Segundo Leap Sports Academy, LLC.
Recreation&Parks Department Attn: Kim Wakefield
Attn: Shawn Green 357 Whiting St.
350 Main St. El Segundo,CA 90245
El Segundo, CA 90245 Phone: 310.535.3644
Phone: 310-524-2702 Email: kwakefield@supertotsports.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.
14. SOLICITATION, INSTRUCTOlt inaintains 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.
Farther, 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
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Agreement No. 5499
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 re'lated documents to be entered into in connection with this Agreeincrit 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,
CITY t EL SEGUNDO� Leap Sports, LLC
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APPROVED AS TO FORM:
MARK D. HENSLEY,CITY ATTORNEY
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Assistant City Att��-ey
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Agreement No. 5499
Scope of Services—Exhibit "A"
INSTRUCTOR agrees to provide the following services at CITY's Library Park, located at 600 Block of Main
St.):
SuperTots Sports Academy offers weekly sports-themed child development classes for kids ages 18 months- 5
years old. These 45 minute classes are held in 8 or 10-week formats and can include soccer, baseball,
basketball,or volleyball in either single or multi-sport formats. Our curriculum is designed to engage kids,
develop motor skills,promote fitness, and most of all have FUN!
I. Certified and Trained Coaching for Soccer Camps;
2. Register students and collect class revenue
3. Maximum students per field are 50 students;
4. Pay CITY twenty five(25%) of class registration fee. INSTRUCTOR agrees to provide
detailed financials showing numbers of registrants and total revenue collected one (1)
week prior to end date.
CITY agrees to publish four(4)advertisement of the soccer camps/class of a minimum size of 1/81 of a page in
four(4) edition of the El Segundo Quarterly Brochure.
CITY maintains certain performance standards that CONTRACTOR must meet each class session. The criteria
required must meet the minimums outlined below.
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As a Contractor with the CITY of Ei 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.
IL
5niractorName(Prigt) Date
A copy of this Instructor Agreement, including Exhibits "A" ivill be fomvarded.for your files once Agreement
has been fully executed,
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