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CONTRACT 7409 License AgreementAgreement No. 7409 05/2025 LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND GIRL SCOUTS OF GREATER LOS ANGELES THIS LICENSE is made and executed this 11th day of September, 2025, between the CITY OF EL SEGUNDO, a municipal corporation ("CITY"), and GIRL SCOUTS OF GREATER LOS ANGELES, a California nonprofit corporation ("LICENSEE"). 1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, real property located at Camp Eucalyptus located at 641 California Street ("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. LICENSEE may temporarily use the Property for the purposes of Girl Scouts activities and programs. B. CITY may change, amend, or terminate LICENSEE's use of Property at any time, and in its sole discretion, verbally or in writing. 3. TERM. Except as provided in Section 4, the term of this license will begin on September 11, 2025 and end on June 11, 2026. Upon mutual written agreement between the parties, this License may be renewed for additional time. 4. 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. LICENSEE may terminate this License at any time in writing at least five (5) days before the effective termination date. C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. D. Upon termination, LICENSEE will remove all personal property and improvements from Property within two (2) days. Property will be left in a clean and orderly fashion. 4A. COMPENSATION. In exchange for the use of the facilities at Property, City agrees for LICENSEE not to pay any amount for the term of this License. 1 Agreement No. 7500 05/2025 5. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in lieu thereof, LICENSEE acknowledges that it will have no claim to any compensation awarded for the taking of Property or any portion thereof or for loss of or damage to LICENSEE's improvements. 6. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that CITY is a public entity and that Property was previously acquired by CITY for a public purpose. LICENSEE further acknowledges that any rights acquired under this License arose after the date of acquisition of Property and that said rights are subject to termination when Property is needed by CITY. LICENSEE hereby acknowledges that at the time of said termination of this License 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. LICENSEE 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. LICENSEE 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. LICENSEE 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. LICENSEE will not place any sign upon Property without CITY's prior written consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. 10.ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest therein. 11.INDEMNIFICATION. A. LICENSEE will hold CITY harmless and free from any and all liability arising out of this License, 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 License, or its performance, pursuant to this License, LICENSEE will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered 2 Agreement No. 7500 05/2025 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. LICENSEE 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 LICENSEE 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 LICENSEE pursuant to this License, including but not limited to the provisions concerning indemnification. 12.INSURANCE. A. Before commencing performance under this License, and at all other times this License is effective, LICENSEE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits combined sin Ie Commercial general liability: $2,000,000 Business Automobile Liability: Proof of Insurance (only if auto used in performance of work) Workers compensation Statutory limits B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 04 13, or equivalent, covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. 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 3 Agreement No. 7500 05/2025 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 ten (10) day notice. 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. C. For automobiles, the insurance must meet or exceed the requirements of Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or, if CONTRACTOR provides proof of a personal automobile policy, such personal policy must include and indicate business venture coverage with limits no less than $1,000,000 per accident for bodily injury and property damage. If CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage must be included in coverage. If CONTRACTOR does not use an auto for any component of this Agreement's performance, then CONTRACTOR must sign and submit the form attached as Exhibit "A" to CITY before carrying out work under this Agreement. D. LICENSEE 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 thirty (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. E, Should LICENSEE, for any reason, fail to obtain and maintain the insurance required by this License, CITY may obtain such coverage at LICENSEE's expense and charge the cost of such insurance to LICENSEE under this License or terminate pursuant to Section 4. F. Insurance endorsement language required by CITY as follows: Additional Insured Endorsement with this language: "The City of El Segundo, its elected and appointed officials, employees, and volunteers as additional insureds." 4 Agreement No. 7500 05/2025 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." iii. 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. LICENSEE 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 LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or statute in the use of Property will be conclusive of that fact as between CITY and LICENSEE. 14. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate. 15. 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. 16. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon Property for all lawful acts. 17.INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate. 18. 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: 5 Agreement No. 7500 05/2025 TO LICENSEE: GIRL SCOUTS OF GREATER LOS ANGELES ATTN: Tina Kotin Savitch 801 S. Grand Avenue, Suite 300 Los Angeles, CA 90017 TO CITY: DEPARTMENT OF RECREATION, PARKS, AND LIBRARY ATTN: Aly Mancini 401 Sheldon El Segundo, CA 90245 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 20. 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. 21. 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. 22. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting Property, the use of Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE. Any agreement or representations respecting Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void. 23. 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. 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 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. 9 Agreement No. 7500 05/2025 25.COUNTERPARTS. This License 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. 7 Agreement No. 7500 05/2025 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Darrell George, City%Aan4or AT rV& Susan Trua ,City Clerk APPROVED AS TO FORM: MARK D, HE SLED", City Attorney By: David King, Assi �a t City Attorney GIRL SCOUTS OF GREATER LOS ANGELES Ellen E. Swarts, Sr. Director of Finance Taxpayer ID No. 95-1644033 �6a� �� --- --- .11 Agreement No. 7500 05/2025 EXHIBIT "A" ATTESTATION OF NON -AUTO USE FOR BUSINESS ENGAGEMENT 1, Ellen E. Swarts , hereby declare and attest under penalty of perjury under the laws of the State of California as follows: 1. I seek to be a licensee of the City of El Segundo (the "City"). 2. In my capacity as a licensee, I will not utilize any personal or business automobile for the purpose of performing any work, duties, or services on behalf of the City, including without limitation, travel to or from City facilities for such performance. 3. All services I will provide for the City are conducted in a manner that does not require the use of any automobile for transporting equipment, individuals, or for any work -related purposes. 4. As a result, I do not require business automobile insurance as typically mandated for other contractors who use automobiles in their service to the City. 5. 1 understand and acknowledge that this attestation is provided to comply with the City's contractual requirements and insurance obligations. Should my circumstances change and I begin utilizing an automobile in connection with my services to the City, I agree to notify the City immediately and obtain the necessary business automobile insurance coverage. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. DATE: 12-03-2025 NAME AND TITLE (print): Eller' E. Swart, Sr. Director of Finance & Risk 1r .._.. BY: M