CONTRACT 7106 License AgreementAgreement No. 7106
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
EL SEGUNDO UNIFIED SCHOOL DISTRICT
(CITY COUNCIL CHAMBERS)
THIS LICENSE AGREEMENT ("License") is made and entered into as of this
day of ktp2024, between the CITY OF EL SEGUNDO, a California
municipal corporation ("CITY"), and EL SEGUNDO UNIFIED SCHOOL DISTRICT, a
public school district organized pursuant to the California Education Code ("DISTRICT").
CITY and DISTRICT may collectively be referred to as the "Parties," or each, a "Party."
1. LICENSE; DESCRIPTION OF PROPERTY. CITY owns the real property located at
350 Main Street, El Segundo, California, which is known as El Segundo City Hall ("City
Hall"). CITY seeks to allow DISTRICT to use, on the terms and conditions in this
License, a portion of real property located on such CITY property, comprised of CITY's
council chambers, executive conference room and associated portions if City Hall for.
ingress and egress, and public facilities (i.e., restrooms and water fountain) that serve,
the chambers ("Property"). This License does not include other portions of City Hall.
CITY's authorization set forth in this License is not, and should not be construed to be, a
conveyance of a property interest or a lease; it is a license to use property only. The
Parties agree that the proposed use constitutes a valid purpose benefitting the public.
2. USE OF PROPERTY,
A. DISTRICT may temporarily use the Property for the purpose of conducting
its Board of Education meetings on the dates and times set forth in Exhibit
"A" to this License which is attached hereto and incorporated by reference.
B. DISTRICT understand and agrees that only CITY may operate or
otherwise use the AV Equipment, and DISTRICT's use of the AV
Equipment is strictly prohibited. The foregoing notwithstanding, DISTRICT
may utilize AV Equipment within the City Council Chambers (e.g.,
computer remote for slide deck presentations and laptop therein) that is
pertinent to ordinary public meeting operations.
C. Any DISTRICT use of the Property outside of the dates set forth in Exhibit
"A" must be approved in writing by the City Manager in advance.
D. The foregoing notwithstanding, CITY may unilaterally cancel any
scheduled DISTRICT use of the Property for any required CITY use of the
Property, as solely determined by CITY. CITY will make a reasonable,
good faith effort to provide five days' written notice to DISTRICT of such
cancelation.
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Agreement No. 7106
3. TERM. Except as provided in Section 5, the term of this license will begin
retroactively on August 27, 2024 and end on August 31, 2025. Upon mutual written
agreement between the parties, this License may be renewed for additional time.
4. FEES. In consideration for its use of the Property, DISTRICT agrees to pay CITY
fees pursuant to the fee schedule set forth in Exhibit "B" to this License, which is
attached hereto and incorporated by reference. Such fees will apply on a per meeting
basis, and DISTRICT must pay CITY within 30 days of receipt of invoice. Additional
costs, such as security or other services may be charged by CITY, and DISTICT must
remit payment to CITY within 30 days of receipt of invoice for such additional costs.
5. TERMINATION.
A. As stated above, CITY may terminate this License at any time with or
without cause, upon written or verbal notification. Termination will be
effective upon notification, unless CITY specifies otherwise.
B. DISTRICT may terminate this License at any time in writing at least five
days before the effective termination date.
C. By executing this document, DISTRICT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
D. Upon termination, DISTRICT will remove all personal property and
improvements from Property within two days. Property will be left in a
clean and orderly fashion.
6. CONDITION OF PREMISES. DISTRICT accepts the Property in its current condition
"as is." CITY makes no representations or warranties regarding the suitability of the
Property for DISTRICT's intended use.
7. DAMAGE AND REPAIR. DISTRICT will be responsible for any damage caused to
the Property resulting from its use and must promptly repair or pay CITY for the repair of
such damage, including without limitation, the AV Equipment.
8. ALTERATIONS. DISTRICT will not make, or cause to be made, any alterations to
Property, or any part thereof, without CITY's prior written consent.
9. HAZARDOUS/TOXIC WASTE. CITY has not, nor, to CITY's knowledge, has any
third party used, generated, stored or disposed of, or permitted the use, generation,
storage or disposal of, any Hazardous Material (as defined below) on, under, about or
within Property in violation of any law or regulation. DISTRICT agrees that it will not use,
generate, store or dispose of any Hazardous Material (as defined below) on, under,
about or within Property in violation of any law or regulation. DISTRICT agrees to
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Agreement No. 7106
defend and indemnify CITY, to the extent stated in Section 12, against any and all
losses, liabilities, claims or costs arising from any breach of any warranty or agreement
contained in this Section. As used in this Section, "Hazardous Material" means any
substance, chemical or waste that is identified as hazardous, toxic or dangerous in any
applicable federal, state or local law or regulation (including petroleum and asbestos).
10.SIGNS. DISTRICT will not place any sign upon Propetly without CITY's prior written
consent. DISTRICT will pay for all costs of any approved signage and comply with all
applicable sign codes and ordinances.
11.ASSIGNMENT. DISTRICT will not be permitted to assign this License or any interest
therein.
12.INDEMNIFICATION.
A. DISTRICT will hold CITY harmless and free from any and all liability
arising out of this License, or its performance, including, without limitation,
any loss, damage, or theft to DISTRICT's personal property authorized to
be temporarily located in the Property pursuant to this License. Should
CITY be named in any suit, or should any claim be against it, by suit or
otherwise, whether the same be groundless or not, arising out of this
License, or its performance, pursuant to this License, DISTRICT will
defend CITY (at CITY's request and with counsel satisfactory to CITY) and
will indemnify it 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. DISTRICT expressly agrees that this release, waiver, and indemnity
agreement is intended to be as broad and inclusive as is 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.
D. It is expressly understood and agreed that the foregoing provisions will
survive termination of this License.
E. The requirements as to the types and limits of insurance coverage to be
maintained by DISTRICT as required by Section 13 below, 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
DISTRICT pursuant to this License, including but not limited to the
provisions concerning indemnification.
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13.INSURANCE.
A„ Before commencing performance under this License, and at all other
times this License is effective, DISTRICT will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Type oLI_nsurance LiLnits1combined single
Commercial general liability: $2,000,000
Workers compensation Statutory limits
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO Forms. 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 must 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 will be on
an "occurrence," not a "claims made," basis and will not be cancelable
except upon thirty (30) days prior written notice to CITY except for
nonpayment of premiums which may be cancelable upon 10 day notice.
C. DISTRICT will furnish to CITY duly authenticated Certificates of Insurance
and Endorsements evidencing maintenance of the insurance required
under this License 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 30 day notice of any cancellation of coverage.
CONTRACTOR 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 DISTRICT, for any reason, fail to obtain and maintain the
insurance required by this License, CITY may obtain such coverage at
DISTRICT's expense and charge the cost of such insurance to DISTRICT
under this License or terminate pursuant to Section 5.
14.COMPLIANCE WITH LAW. DISTRICT will, at its sole cost and expense, comply
with all of the requirements of all federal, state, and local authorities now in force, or
which may hereafter be in force, pertaining to Property and will faithfully observe in the
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Agreement No. 7106
use of Property all applicable laws. The judgment of any court of competent jurisdiction,
or the admission of DISTRICT in any action or proceeding against DISTRICT, whether
CITY be a party thereto or not, that DISTRICT has violated any such ordinance or
statute in the use of Property will be conclusive of that fact as between CITY and
DISTRICT.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License
will constitute a breach of this License by DISTRICT, and in such event said License will
automatically cease and terminate.
16. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of
this License will not constitute a waiver of any further breach of the same or other term
of this License.
17. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest
to DISTRICT. Except for areas restricted because of safety concerns, CITY and the
general public will have unrestricted access upon Property for all lawful acts.
18.INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession
of all or substantially all of the assets of DISTRICT, or a general assignment by the
DISTRICT for the benefit of creditors, or any action taken or offered by DISTRICT under
any insolvency or bankruptcy action, will constitute a breach of this License by
DISTRICT, and in such event said License will automatically cease and terminate.
19. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this License or by law to be served on or given
to either party to this License by the other party will be in writing and will be deemed
served when personally delivered to the party to whom they are directed, or in lieu of
the personal service, upon deposit in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:
If to DISTRICT:.
El Segundo Unified School District
641 Sheldon Street
EI.Segundo, CA 90245
Attention: Marisa Janicek,
Asst. Superintendent
Phone: (310) 615-2650 x1720
Email: mjanicek@esusd.net
If to CITY:
City of El Segundo
50 Main Street
El Segundo, CA 90245
Attention:
Barbara Voss, Deputy City Manager
Phone: (310) 524-2389
Email: bvoss@elsegundo.org
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.
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Agreement No. 7106
20. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. 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. DISTRICT warrants that its
signatory (or signatories, as applicable) to this Agreement has the legal authority to
enter this Agreement and bind DISTRICT accordingly.
21. GOVERNING LAW. This License 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 License will be in Los Angeles County.
22. PARTIAL INVALIDITY. Should any provision of this License be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining provisions of
this License will remain in effect, unimpaired by the holding.
23. ENTIRE AGREEMENT. This License and its exhibits constitute the sole agreement
between CITY and DISTRICT respecting Property, the use of Property by DISTRICT,
and the specified License term, and correctly sets forth the obligations of CITY and
DISTRICT. Any agreement or representations respecting Property or its licensing by
CITY to DISTRICT for the purposes set forth herein that are not expressly set forth in
this instrument are void.
24. CONSTRUCTION. The language of each part of . this License will be construed
simply and according to its fair meaning, and this License will never be construed either
for or against either Party.
25.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this License
and to engage in the actions described herein. This License may be modified by written
agreement. CITY's city manager, or designee, may execute any such amendment on
behalf of CITY.
[SIGNATURES ON FOLLOWING PAGE]
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Agreement No. 7106
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
W..
Darrell George,
City Manager
ATTE
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
EL SEGUNDO UNIFIED SCHOOL
DISTRICT "' I
IA
Name: aa`
By: 4=-
Joaqquez, Assistant City Attorney
INSURANCE APPROVED BY:
Risk Management
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Agreement No. 7106
EXHIBIT "A"
ESUSD Board of Education Proposed Meeting Dates
City of El Segundo Council Chamber
August 27, 2024
September 10, 2024
September 24, 2024
October 8. 2024
October 22, 2024
November 12, 2024
January 14, 2025
January 28, 2025
February 11, 2025
February 25, 2025
March 11, 2025
March 25, 2025
April 8, 2025
April 22, 2025
May 13, 2025
May 27, 2025
June 10, 2025
June 24, 2025
July 8, 2025
August 26, 2025
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Agreement No. 7106
EXHIBIT "B"
ESUSD Board of Education
City of El Segundo Council Chamber
Estimated Production Cost/Staff Time Reimbursement
1. PRE -PRODUCTION
(Coordination/Scheduling, Equipment/Facility Prep)
• Media Supervisor @ 130.67/hour — up to 1 hour — no charge
• Senior Video Technician II (PERS) @ 53.67/hour — 2 hours ($107.34) (TD/Audio)
• Senior Video Technician II @ 43.30/hour — 2 hours ($86.60) (Camera/GFX/Stream)
Pre -Production Total - $193.94
2. PRODUCTION
(Recording Meeting)
• Senior Video Technician II (PERS) @ 53.67/hour — 2 hours ($107.34) (TD/Audio)
• Senior Video Technician II @ 43.30/hour — 2 hours ($86.60) (Camera/GFX/Stream)
Production Total (estimate for a two-hour meeting) - $193.94
3. POST -PRODUCTION
(Teardown, Archive)
• Senior Video Technician II (PERS) @ 53.67/hour —1 hour ($53.67)
• Senior Video Technician If @ 43.30/hour — 1 hour ($43.30)
Post -Production Total — $96.97
Total (two-hour meeting) - $484.85
Notes:
"Production" cost (#2) is based on an estimated two-hour live ESUSD Board of Education
meeting. The actual production cost may vary based on the duration of any given meeting.
DISTRICT will pay CITY for CITY's actual production costs, as reflected in CITY invoices to
DISTRICT.
"Pre -Production" (#1) and "Post -Production" (#3) costs are fixed.
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