CONTRACT 6047 OtherAgreement No. 6047
' DEFENSE AND INDEMNIFICATION AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO AND THE EL SEGUNDO
UNIFIED SCHOOL DISTRICT
THIS AGREEMENT is made and entered into this 19th day of April 2021, by and between the
City of El Segundo, a municipal corporation and general law city (City), and the El Segundo
Unified School District (Applicant).
WHEREAS, Applicant requests use of City streets, facilities, and personnel as part of the
Applicant's high school senior activity day that will occur on April 30, 2021 (hereafter referred
to as the "Activity"); and
WHEREAS, it is in the public interest for City and Applicant to enter into this Defense
and Indemnification Agreement since Applicant will benefit from the City's processing of the
application and use of City streets and facilities.
NOW, THEREORE, in consideration of Applicant's request for City to process an
application for the Activity and other consideration the receipt and sufficiency of which is
hereby acknowledged, City and Applicant agree as follows:
1. Applicant shall defend and indemnify the City, its agents, officers and employees
(collectively "City Parties") from any claim, action, damages, costs, liability or proceeding
against the City relating directly or indirectly to the Applicant's Activity, or arising out of this
Agreement, or any of the proceedings, acts or determinations taken, done or made as a result
of City's processing and/or approval of the Activity. Applicant's obligations under this
Agreement to defend and indemnify the City Parties shall include, but not be limited to,
payment of all court costs and attorneys' fees, all litigation -related costs, all costs of any
judgments or awards against the City, and/or all settlement costs, which arise out of City's
processing and/or approval of the Activity.
2. The City shall notify the Applicant promptly of any claim, action or proceeding and
cooperate fully in the defense. Upon receipt of such notification, Applicant shall assume the
defense of the claim, action, or proceeding, including the employment of counsel reasonably
satisfactory to the City and Applicant, and the prompt payment of the attorneys' fees and costs
of such counsel. If City reasonably determines that having common counsel would present such
counsel with a conflict of interest, or if Applicant fails to promptly assume the defense of the
claim, action, or proceeding or to promptly employ counsel reasonably satisfactory to City, then
City may employ separate counsel to represent or defend the City, and Applicant shall pay the
reasonable attorneys' fees and costs of such counsel within 30 days of receiving an itemized
billing therefor; and, the City shall have the authority to control the litigation and make
litigation decisions, including but not limited to, settlement or other disposition of the matter.
At its sole discretion, the City may participate at its own expense in the defense of any claim,
Agreement No. 6047
action or proceeding, but such participation shall not relieve the Applicant of any obligation
imposed by this Agreement.
3. Applicant's obligations to defend and indemnify under this Agreement shall apply
whether or not there is concurrent, active, or passive negligence on the part of the City Parties,
except that Applicant's obligation to indemnify shall not apply where the court finds there is
gross negligence or willful misconduct by the City Parties acting in their official capacity.
Applicant's obligations under this Agreement shall be effective regardless of whether any or all
Activity approvals and/or actions by the City regarding the Activity remain valid or are
invalidated by any court.
4. Failure to promptly defend or indemnify City is a material breach which shall entitle
City to all remedies available under law, including but not limited to specific performance and
damages. Moreover, failure to defend or indemnify shall constitute grounds upon which the
City decision -making body may rescind its approval(s) associated with the Activity, and a waiver
by Applicant of any right to proceed with the Activity or any portion thereof.
5. Each party executing this Agreement represents and warrants that it has been duly
authorized to enter into this Agreement and has full and complete authority to do so. Each
party expressly waives any defense to this Agreement based on any lack of authority to enter
into and be bound by the terms of this Agreement.
6. This Agreement shall constitute the complete understanding of the parties with
respect to the matters set forth herein. Neither party is relying on any other representation,
oral or written. This Agreement may not be changed except by a written amendment signed by
both parties.
IN WITNESS WHEREOF, the parties do hereby agree to the terms of this Agreement.
CITY OF EL SEGUNDO EL SEGUNDO UNIFIED SCHOOL DISTRICT
Scott Mitnick, Dr. Melissa Moore
City Manager
ATTEST:
Superintendent
ATTEST:
Tracy .M�
By: �� G 4 5
City CIrk� , Its: 1S
Agreement No. 6047
APPROVED AS TO FORM:
Mark D.Hensley,
City Attorney
APPROVED AS TO FORM: