CONTRACT 5124 Service Agreement CLOSEDAgreement No. 5124
Agreement No.
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 20th day of April, 2016, 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 less 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 (1:16).
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
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. 5124
6. TERM. The term of this Agreement will be from June 1, 2016 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. 5124
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:
Tvve of Insurance Limits (combined single)
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. 5124
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
Recreation & Parks Department
Attn: City Clerk
350 Main St.
El Segundo, CA 90245
Phone: 310 -524 -2702
Mad Science of Los Angeles
Attn: Lisa Nadasdy
15815 Monte Street. Unit 101
Sylmar, CA 91342
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 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
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Agreement No. 5124
court tc render such portion entorceable and., is, so snodified. SUch! rx)rtion anti the ha➢arice 09"Ehis Agref--Mc-InE will
C01-1fillUC 41 6,111 an effixt.
2.2, Al,,Jl"lifOR111,'.'Y/M(.)DIP'Ill(,.' ,TI ON.,n.ie PaTtiesm-pru-A.-ni and WaTTWE that all T'1CCCSSa.r')'acfion has been takcn
by tfi:e l'arties toautlwriz-e the widersigned to execute thisAc-Mmient arO to enga�.�,e in thewtions deqc..TibM- here.in.,
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written amendment- C[I-Y', my execu - i 0-i
This Agivement myway be inodified b�% LL al u
arnendmcrit on Ibe hall'of CITY,
231, U."CEPTANCE OF FACSIMILE SE(;NA'11'IJRF-S. The PilffliCS agref. that this Agmvincint, agm-cmcnl -.;
wicilkuy to thisAgn-cment, and related docurnents to Ix entcred into in conncction widii, this Agreement vvill lx,
considemd sigmed whon the si�.:,Pxmture of party is defivered by facsiiirnilc trans[nission. Such facsimnile sigmattur
will bc trcatcd in all T-espects ashaving the sdmc- efkv as an ongi I nal signaturc.
24. '111 ME IS OF ESSENCE. J ime is offlic e5mence f6r e;.ich and ever), prtwision of this Au, rcleflielit.
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APPROVED ASTO FORM,-
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Karl H. Berger,
Assistant City A1,JT11()'%
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Agreement No. 5124
Scope of Services — Exhibit "A"
INSTRUCTOR agrees to provide the following services at CITY's Camp Eucalyptus located at 641 California
Street.
CITY agrees that MAD Science will provide the following classes:
Camp programs for kids ages 6 -10 years)
Eureka- Inventors Camp
Campers will created catapults, forts, construct working light sticks to take home and assemble a set of circuits
with batteries and light bulbs.
June 13, 2016 -June 17, 2016
Fee: $184.00
Crazy Chemworks
Campers learn to swirl, pour and mix like a scientist!
high -speed science experience!
July 18, 2016 -July 22, 2016
Fee: $184.00
Hop on board the chemistry express this summer for a
Wings and Things
Design build and test fantastic flying creations including kites, planes, rockets and hovercrafts and more.
August 1, 2016 - August 5, 2016
Fee: $184.00
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Agreement No. 5124
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.
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 ui men,t 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.
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Agreement No. 5124
Coorse many erne -lot:
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.
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. 5124
Fees:
I. Any matc-Tial fecs, league fees., meet fee.%, etc. rriust I. included in the cowie fie. The Rccreation and
Paris Deparo'nent'rest-rves the rigju to audit the Contractor's
2. Corib--ackmT rwvay riot edleef class; rep"Str-alimi fees. To enroH, Imirons must contact the Rei reaTion and
Parks Departmentvind compicte a class rej!,istration fbirm including indenruifficmion clause.
Refund arid Credit R. "...juests, must tv madc within the first nvo classes oftfic session ajid approved by flic
Sur,.)ervisor. A 10 Administivive Fee will be for all rrfunds. However, fl-ke Administrative' Fec
will Ix waivcd'lif credit requestsmv, rnade in licu ofrefun&,vid applied to account for future rrgistration.".
Adryfinistrative I °. also be waivc<-f for wiv pro-raw refunds muk under Se(..'tiol) 15
Aaftement, due to instTucto,r Linavailal.:fflity,
4 No discowits, or fee %vaivem, can tv p-rmitted to (..),btain prc,gTam enroliTnent (see Course. MaTiagcx-nfnt 4.1
Ads ti-fisinjgy, Publicity. Wvf) sitvs�-
All web shes, publicity andh"- 5Adverfising for Contiractnr',, class i"wo be appriwed bv the C'174-%
'.�Lfj �Wrvimor,
1. The I'M h u kv ing, in forrination rn List Ix listed on all i.m"ugraxii material:
A copi, qOhis la-vinictor Agreement, including 1.-�.xhihiA "'A " an(I "'B" m i1i be f6rK ar'de I ft)-r vour files mice
AgreeMleal has ti ben I v execuied.
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