CONTRACT 5674 Service Agreement CLOSED Agreement No. 5674
Agreement No.
CONTRACT FOR SERVICES BETWEEN
THE CITY OF EL SEGUNDO AND
ASHLEY SHULER DBA INCREDIFLIX INC.
This AGREEMENT is entered into this 13th day of March, 2019, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ("CITY") and ASHLEY SHULER DBA
INCREDIFLIX INC, ("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".
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
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Agreement No. 5674
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 January 1, 2019 to September 30, 2020. 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.
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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.
1 l. 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 p!an, Insurance, bonds or similar henefits CITY.provides for its emploVees.
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:
Tvoe of Insurance Limits(combined sinv'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
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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 Ashley Shuler
Recreation& Parks Department DBA IncrediFlix Inc.
Attn: Shaunna Hunter 1126 N Grand St.
350 Main St. Orange, CA 92867
EI 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 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.
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Agreement No. 5674
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.
1.9. EFFECT.OF CONFLICT. In the eyPnt of 2ny�conflict,.inconsistenry,.or incongruity hPtween 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.
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 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 an original signature.
24. 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.
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Agfekment No. 5674
CITY OF EL SEGUNDO, Ashley Shuler
a erre acv " y, D.B.A. 1 red ne.
Greg rpe r
City anagen
ATTEST:
Taxpayer ID No.274620915
Tray 'Deaver,
City Clerk
APPROVED AS TO FORM:
MAR_K__D_UFNSLEY, . ity_Attorney _.... ...m. .. .
By:
David H.King, Dep ity Attorney
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Agreement No. 5674
Scope of Services—Exhibit"A"
Through camp programs and/or class offerings,IncrediFlix staff will teach the skills necessary
for creating both live action and stop motion animated films. The focus is on expanding
imagination and creativity using hands on activities. Kids will be taught brainstorming, story
structure, and story-boarding in all camps and classes. In animation camps,kids create
characters, backgrounds, film, and add voice-overs. In live action camps, students will location
scout, act, film, and learn filmmaking strategies.
CITY maintains certain performance 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.
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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 EI
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 nn poal.deck). Shorts must-be of.a-n-_aprrorriatP length,-no inap►pro.n6q1e..Inanc_nr__ -.
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 Emerg_encv 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.
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Agreement No. 5674
Equipment,Supplies, Facilities:
1. CITY facilities maybe 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 Mana ement:
1. Only those students enrolled with the CITY of El Segundo Recreation and Parks Department
mayranti0pate in yL'!!re!ass. _Onlu thost efiidPnts registtred.with the-.CITY_have.s,gne.�d-sPlease
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✓`tirne 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.
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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 2 business days nrior 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
Managementfl).
1).
Advertising, Publicity.Web Sites:
All web sites,publicity and/or advertising for Contractor's class must be approved btu the CI TY'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 EI Segundo
Recreation and Parks Department
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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 policie. procedures may affect the status
of my contract. A
rA A
Contractor NAme
ring Signature
Date
A copy of this Instructor Agreement, including Exhibits "A and B will be forwarded for your files
once Agreement has been fully executed.
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