CONTRACT 4831 Service Agreement CLOSEDAgreement No. 4831
Agreement No.
( <$10,000)
CONTRACT FOR SERVICES BETWEEN
THE CITY OF EL SEGUNDO AND
M &J KIDS SCIENTIFIC INC
D.B.A. MAD SCIENCE OF LOS ANGELES
This AGREEMENT is entered into this 1 st day of June, 2015, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and M &J KIDS
SCIENTIFIC INC DBA MAD SCIENCE OF LOS ANGELES, a California 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. CITY will pay INSTRUCTOR seventy percent (70 %) of course registration fees 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
(1:16).
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
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Agreement No. 4831
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.
6. TERM. The term of this Agreement will be from June 1, 2015 to September 30, 2015. 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
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Agreement No. 4831
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.
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
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set forth below:
Type of Insurance
Commercial general liability:
Workers compensation
Agreement No. 4831
Limits (combined single)
$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
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.
14. 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 Mad Science of Los Angeles
Recreation & Parks Department Attn: Lisa Nadasdy
Attn: Shawn Green 15815 Monte Street. Unit 101
350 Main St. Sylmar, CA. 91342
El Segundo, CA 90245
Phone: 310 -524 -2707
Phone: 818- 909 -6777
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
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Agreement No. 4831
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 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.
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 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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Agreement No. 4831
23. ACCEPTANCE OFFACSIM11.10'. SEGNATURFS. Thc Ilm-fies agive that this Agrommnent,
agmernerv". ancillary to this Agr%xmm,.t. wvJ rclawd documcnts to be cntcrcd into in coFmcclion
wigh Ihis Agreement will be, wnsideved si u3M when lice signallure of a paiiy is delivered by
facsimile nw.ismission. Such facsimilesignalure will In trual(A in all respcOs as having 11W same
effiect as wi origin signaturc.
14.TIME B OF ERSENCE. Timc is of the essenix for each and cvcry Tnovision, of this
Alpwincnl.
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Agreement No. 4831
Scope of Services — Exhibit "A"
INSTRUCTOR agrees to provide certified and trained instructors for science summer camps
through interactive and hands -on science activities at CITY's CAMP EUCALYPTUS located at
641 California Street.
CITY agrees that INSTRUCTOR will provide the following classes:
Mad Science Eureka! (5 to 10 Years)
June 15, 2015 -June 19, 2015 (9am -12pm)
Resident: $209
Non - resident: $250.80
Mad Science Crazy Chemworks (5 to 10 Years)
July 20, 2015 -July 24, 2015 (9am -12pm)
Resident: $209
Non - Resident: $250.80
Mad Science Wings and Things (5 to 10 Years)
August 3, 2015- August 7, 2015 (9am -12pm)
Resident: $209
Non - Resident: $250.80
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CONTRACT CLASS AND PROGRAM
POLICIES AND PROCEDURES — Exhibit "B"
Performance Policies:
Agreement No. 4831
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 Enier *enc , 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 ui ment Sn dies Facilities:
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Agreement No. 4831
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. Students must attend program classldr� /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.
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Agreement No. 4831
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 da s 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's 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 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 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:
All web sites, publicity and /or advertising for Contractor's class must be approved b tiro
CITI '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.
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Agreement No. 4831
d. For more informition cafll 'dill e 14111�!Cuvallkln and Parics, Dcparliview al (3 10) 524 7(11 1,
c., Addrci silo cation of program
2. T&- Ciky of El Scgundo %iU adverfix your progrwn via quarterly Rccrcation Brochures.
Contact the Recreation and Nut.,; Supervisor for more ivil'onnation.
pi Ohi's ImOrm,04 or" Agreep"enf, inclutfiPW Exhilpio's "A "" and "'ll " ivill bi,i op warde(IjIbr yosir
files ance, A,greement hay beenfisfiv execured.
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