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CONTRACT 4346B AmendmentAgreement No. 4346B MEDIA STUDIO AND EQUIPMENT JOINT USE, REIMBURSEMENT, AND LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND THE EL SEGUNDO UNIFIED SCHOOL DISTRICT THIS AMENDMENTJOINT mendmenRESMBadeSand entered into this AND IS day AGREEMENT ("Amendment") ' day off a 2023 ("Effective Date"), by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation existing under the laws of California ("CITY"), and the EL SEGUNDO UNIFIED SCHOOL DISTRICT, a public school district organized pursuant to the California Education Code ("DISTRICT"). The term "Party" will refer to either CITY or DISTRICT, and the term "Parties" will refer to both CITY and DISTRICT. 1. RECITALS. This Agreement Is made with reference to the following facts and objectives: A. DISTRICT owns the property located at 640 Main Street, El Segundo where El Segundo High School is located (the "Property"). B. A media studio ("Media Studio") is located on the Property in El Segundo High School Building K, as depicted in the attached Exhibit "A," which is incorporated by reference C. CITY and DISTRICT have previously entered into agreements providing for their joint use of the Media Studio, and both seek to continue such use and refine the terms thereof through this Agreement for their mutual benefit. D. DISTRICT seeks to grant CITY a license to enter the Property and access and use the Media Studio pursuant to the terms of this Agreement. E. The Parties find that it is in the public interest to enter into this Agreement for joint use of the Media Studio at no cost. 2. LICENSE. Pursuant to the terms of this Agreement, the DISTRICT licenses CITY to use the Media Studio. The Parties' actions are not, and should not be construed to be, a conveyance of a property interest or a lease; they are for licenses to use property only. 3. TERM. Except as otherwise provided, the term of this Agreement will be for seven years with an option to reopen this Agreement four years from the Effective Date. Upon the Parties' mutual written agreement, the License may be renewed for additional time. Agreement No. 4346B 4. MEDIA STUDIO USE; CITY SERVICES TO DISTRICT. A. CITY may use the Media Studio, at no cost to the CITY, in accordance with a mutually agreeable Media Studio use schedule ("Use Schedule") that the Parties will develop and set forth in writing. The Parties respectively authorize the City Manager and Superintendent, or their designees, to establish and subsequently amend, as needed, the Use Schedule in order to effectuate -this Agreement's purposes. B. As consideration for use of the Media Studio, CITY will provide production, editing, and graphic design services ("Media Services") for the DISTRICT for the events identified in Exhibit "B„''' which is attached and incorporated by reference. C. Notwithstanding Section 4.13, above, CITY may, at its discretion, provide additional Media Services requested by DISTRICT so long as DISTRICT reimburses CITY costs. DISTRICT agrees to reimburse such actual CITY costs for its provision of Media Services within 15 days of receipt of an invoice from the CITY that must detail reasonable costs incurred. DISTRICT'S failure to timely reimburse CITY for its Media Services will constitute a material breach of this Agreement. D. The Parties agree not to delay, interfere, or otherwise obstruct the other Party's scheduled use under the Use Schedule. E. CITY use of the Media Studio maybe for public, educational, recreation, or other general municipal use. F. CITY may store its equipment needed to utilize the Media Studio during the term of this Agreement. G. DISTRICT will cause the Media Room to be regularly cleaned to ensure its clean and orderly condition. The Media Room must be cleaned at least three (3) times per week. 5. EQUIPMENT USE. The Parties must only utilize equipment that it owns during any permitted use scheduled under the Use Schedule. A Party may only use the other Party's equipment upon the written consent of the Party that owns such equipment. Notwithstanding any provision in this Agreement to the contrary, a Party will be liable for repair or replacement costs for equipment belonging to the other Party that it damages or destroys, whether such use was authorized or unauthorized. E Agreement No. 4346B 6. TERMINATION. Either Party may terminate this Agreement at any time, with or without cause, upon written notification. Termination will be effective 180 days after the terminating Parry's transmittal of its termination notification. 7. INDEMNIFICATION. A. Each Party holds the other harmless and free from any and all liability arising out of this Agreement, or its performance. Each Party is responsible for its own legal defense and costs arising from its own negligent or willful actions. B. The Parties agree that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as permitted by the law of the State of California, and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. C. It is expressly understood and agreed that the foregoing provisions will survive the termination of this Agreement. 8. INSURANCE. Each Party will maintain its own insurance and insurance against its own acts or omissions. 9. NOTICES. Except as otherwise expressly provided by law, all notices or other communications or permitted by this Agreement or by law to be served on or given to either Pary to this Agreement by the other Party will be in writing and will be deemed served when personally delivered to the other Party to whom they are directed, or in lieu of personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to: DISTRICT at: El Segundo Unified School District 641 Sheldon Street El Segundo, California 90245 or to CITY at: City of El Segundo 640 Main Street El Segundo, California 90245 3 Agreement No. 4346B 10.ACCEPTANCE OF ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, 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 electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 11. GOVERNING LAW. This Agreement has been made 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. 12. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions will remain in effect, unimpaired by the holding. 13. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and DISTRICT respecting the Property, the use of the Property by DISTRICT, and the specified term, and correctly sets forth the obligations of CITY and DISTRICT. Any agreement or representations respecting the Property or its licensing by CITY to DISTRICT not expressly set forth in this instrument are void. 14. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 15.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 agreement. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 16. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. [SIGNATURES ON FOLLOWING PAGE] 4 Agreement No. 4346B IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first hereinabove written. CITY OF EL SEGUNDO Darrell George, City Manager ATTEST: (Jwn LlkakO Tracy Weavur City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY Aoa uin Vazquez, Deputy City Attorney 5 EL SEGUNDO UNIFIED SCHOOL DISTRICT Melissa Moore, Superintendent Agreement No. 4346B IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first hereinabove written. CITY OF EL SEGUNDO Darrell George, City Manager ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY Joaquin Vazquez, Deputy City Attorney 5 EL SEGUNDO UNIFIED SCOL DISTRICT Melissa Moore, Superintendent Agreement No. 4346B EXHIBIT "A" MEDIA ROOM 35' 28' 12' Agreement No. 4346B EXHIBIT "B" DISTRICT EVENTS FOR CITY MEDIA SERVICES 1. El Segundo High School Homecoming Football Game 2. El Segundo High School Homecoming Parade 3. "Quick Hits" Program Highlighting Home Football Games 4. El Segundo High School/El Segundo Middle School Combined Winter Concert 5. El Segundo High School Graduation 6. El Segundo Middle School Graduation 7. El Segundo High School Sports Playoff Games (As Needed — Home Games Only) 8. Good news reports from ESUSD Superintendent to incorporate into City News (ribbon cuttings, special events, etc.) 9. ESUSD collaborative safety messages with City representative, when needed 10. ESUSD has the option to select a total of two (2) from the following list: a. El Segundo High School Orchestra Winter Concert b. El Segundo Middle School Orchestra Winter Concert c. El Segundo High School Choir Winter Concert d. El Segundo Middle School Choir Winter Concert e. El Segundo High School Spring Sing f. El Segundo High School Orchestra Spring Concert g. El Segundo Middle School Spring Choir Concert 7