CONTRACT 7200 OtherAgreement No. 7200
FACILITY USE AGREEMENT BETWEEN
THE CITY OF EL SEGUNDO AND
EL SEGUNDO UNIFIED SCHOOL DISTRICT
THIS FACILITY USE AGREEMENT ("Agreement") is made and executed this
28th day of February 2025, between the City of El Segundo, a California municipal
corporation ("CITY"), and El Segundo Unified School District, a California unified school
district ("DISTRICT").
1. AUTHORIZED USE; DESCRIPTION OF PROPERTY. CITY authorizes DISTRICT
to use, on the terms and conditions in this Agreement, portions (specifically, the multi-
purpose room, storage areas, restrooms, and outdoor yard) of the real property located
at 641 California Street, El Segundo, California 90245. ("Property"). CITY's action 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.
2. USE OF PROPERTY,
A. Subject to applicable federal, state, and local laws, including the El Segundo
Municipal Code, DISTRICT may temporarily use the Property for the
purposes of classroom instruction for DISTRICT Arena High School purposes
pursuant to the schedule identified in Exhibit "A," which is attached and
incorporated by reference.
B. CITY may change, amend, or terminate DISTRICT's use of Property at any
time, and in its sole discretion, verbally or in writing.
C. Unless otherwise specified herein, CITY will not interfere with DISTRICT's
use of the Property, and CITY will otherwise have unrestricted access and
use of the real property located at 641 California Street, El Segundo,
California 90245.
3. TERM. Except as provided in Section 4, the term of this Agreement will begin on the
date written in the first paragraph above and end on March 1, 2026. Upon mutual
written agreement between the parties, this Agreement may be renewed for additional
time. Following the term of this Agreement, DISTRICT must return all keys to the CITY
for the Property upon the termination of this Agreement.
4. TERMINATION,
A. As stated above, CITY may terminate this Agreement at any time with or
without cause, upon written or verbal notification. Termination will be effective
upon notification, unless CITY specifies otherwise.
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B. DISTRICT may terminate this Agreement 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.
5. CONSIDERATION. In consideration of CITY's limited allowance of DISTRICT use of
the Property, DISTRICT will provide nightly janitorial services for the Property, at no
cost to CITY. Such services will be provided each day, Monday through Friday, on
weeks referenced in Exhibit "A."
6. RELOCATION BENEFITS. DISTRICT acknowledges that it has been informed that
CITY is a public entity and that Property was previously acquired by CITY for a public
purpose. DISTRICT further acknowledges that any rights acquired under this
Agreement arose after the date of acquisition of Property and that said rights are
subject to termination when Property is needed by CITY. DISTRICT hereby
acknowledges that at the time of said termination of this Agreement by CITY, it will not
be a "displaced person" entitled to any of the relocation assistance or benefits offered to
displaced persons under state or federal law.
7. ALTERATIONS. DISTRICT will not make, or cause to be made, any alterations to
Property, or any part thereof, without CITY's prior written consent.
8. 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
defend and indemnify CITY, to the extent stated in Section 11, 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).
9. SIGNS. DISTRICT will not place any sign upon Property 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.
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Agreement No. 7200
10.ASSIGNMENT. DISTRICT will not be permitted to assign this Agreement or any
interest therein.
11.INDEMNIFICATION.
A. DISTRICT will hold CITY harmless and free from any and all liability arising
out of this Agreement, or its performance. 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 Agreement, or its performance, pursuant
to this Agreement, 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. The foregoing
indemnification's scope includes any applicable state law requirements
concerning contact with minors and any associated background investigation
and/or training.
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 Agreement.
E. The requirements as to the types and limits of insurance coverage to be
maintained by DISTRICT as required by Section 12 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 Agreement, including but not limited to the provisions
concerning indemnification. The indemnification provisions in this section will
survive termination of this Agreement.
12. INSURANCE.
A. At all times during the term of this Agreement, District must self -insure or
keep and maintain insurance against damage or injuries which may arise
from this Agreement in an amount not less than those specified below.
1. Commercial General Liability ("CGL"): Must meet or exceed the
requirements of ISO-CGL Form No. Form CG 00 01, or equivalent,
covering CGL on an "occurrence" basis, including property damage,
bodily injury and personal & advertising injury with limits no less than
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Agreement No. 7200
$1,000,000 per occurrence. If a general aggregate limit applies, either
the general aggregate limit shall apply separately to this project/location
(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice
the required occurrence limit.
2. Business Auto Liability: For automobiles, the insurance must meet or
exceed the requirements of Insurance Services Office Form Number
CA 0001 covering Code 1 (any auto) with limits no less than $1,000,000
per accident for bodily injury and property damage.
3. Workers' Compensation: Statutory requirement.
4. Sexual Abuse or Molestation ("SAM") Liability: $1,000,000 per
occurrence.
B. District must furnish to City valid Certificates of Insurance evidencing
maintenance of the insurance required under this Agreement.
C. Insurance must be placed with insurers with a current A.M. Best Company
Rating equivalent to at least a Rating of "A:VII."
D. The following insurance endorsements are required under this section:
1. Additional Insured Endorsement with this language: "The City of El
Segundo, its elected and appointed officials, employees, and volunteers
should be named as additional insureds."
2. Cancellation Endorsement with this language: "The City of El Segundo
will receive thirty (30) days written notice in the event of cancellation,
nonrenewed or reduction."
3. Primary and Non -Contributory Endorsement with this language:
"Coverage is primary and non-contributory such that any other
insurance that may be carried by the City will be excess thereto."
13. 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
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.
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14. BREACH OF AGREEMENT. The violation of any of the provisions of this
Agreement will constitute a breach of this Agreement by DISTRICT, and in such event
said Agreement will automatically cease and terminate.
15. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of
this Agreement will not constitute a waiver of any further breach of the same or other
term of this Agreement.
16. ENTRY BY CITY. This Agreement does not convey any property interest to
DISTRICT. CITY will have unrestricted access upon Property for all lawful acts that do
not significantly interfere with DISTRICT's use.
17. 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 Agreement by
DISTRICT, and in such event said Agreement will automatically cease and terminate.
18. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Agreement or by law to be served on or
given to either party to this Agreement 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
El Segundo, CA 90245
Attention: Kimberlie Linz,
CBO
Phone: (310) 615-2650
Email: klinz@esusd.net
If to CITY:
City of El Segundo
50 Main Street
El Segundo, CA 90245
Attention: Aly Mancini, Director
Phone: (310) 524-2730
Email: amancini@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..
19.ACCEPTANCE OF ELECTRONIC 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 electronic (.pdf) or facsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature
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Agreement No. 7200
20. 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.
21. 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 of
this Agreement will remain in effect, unimpaired by the holding.
22. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole
agreement between CITY and DISTRICT respecting Property, the use of Property by
DISTRICT, and the specified Agreement term, and correctly sets forth the obligations of
CITY and DISTRICT. Any agreement or representations respecting Property or its
licensing by CITY to DISTRICT not expressly set forth in this instrument are void.
23. 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.
24.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.
25. 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]
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Agreement No. 7200
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CIT F EL SEGUNDO
Darrell George,
City Manager
Susa axr
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
By:
Joaquin Vaz' uez, Deputy City Attorney
1,
INSURANCE APPROVED:
, -
aron Bre roan,
Risk Manager
EL SEGUNDO UNIFIED SCHOOL
DISTRICT
By:
Name: Kim Linz
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Agreement No. 7200
EXHIBIT "A"
DISTRICT USE SCHEDULE
« Dates: March 1, 2025 through June 13, 2025; and August 22, 2025
through March 1, 2026.
0 Hours:
➢ DISTRICT staff preparation (no students on site): 8:30 a.m. through
8:55 a.m.
➢ DISTRICT instruction (students on site): 8:55 a.m. through 2:05 p.m.
➢ DISTRICT staff clean up (no students on site): 2:05 p.m. through 2:30
p.m.
➢ Nightly for DISTRICT janitorial services: 6:00 p.m. through 10:00 p.m.
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