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CONTRACT 5389 Other CLOSED Agreement No. 5389 VISTARMAR SCHOOL FACILITIES USE AGREEMENT This Facilities Use Agreement ("Agreement") is made and entered into on ,, L_Z0 / l­?�, ("Effective Date") between Vistamar School, a California non-profit corporation ("Vistamar") and The City of El Segundo a California municipal corporation and general law city ("User"), for the User's use of the Premises as defined in this Agreement, under the following terms and conditions. 1. Premises: Performing Arts Space and atrium on Vistamar's campus at 737 Hawaii Street, El Segundo, CA 90245 ("Premises"). 2. Non-profit Status: User must comply with all applicable local, state and federal laws when using the Premises or related areas. User must maintain status as a 501(c)3 non-profit organization in good standing with the State of California during the term of this Agreement. User will send documentation to Vistamar that includes a copy of a letter of determination of non-profit standing by the IRS prior to using the Premises. 3. Date and Time of Use: User shall be permitted to use the facility on Thursday, September 28, 2017 between the hours of 3:30 PM to 10:00 PM solely for the purposes of Champions of Business Celebration. (the "Event"). User acknowledges and shall ensure that it and any of its employees, contractors, agents, personnel, volunteers, guests, participants, patrons, students, and attendees shall remain only on the Premises and will not enter any Vistamar buildings or campus areas other than the Premises. Specifically, the term "Premises" does not include, without limitation, academic commons, student life center, administrative offices and unassigned classrooms. The Premises access and use must be within the time specified above. Date and use times include individual/organization preparation, setting up courts, decorating, and or rehearsal time, as well as time after the event to remove decorations, User equipment, break down courts, and other items needed to return the Premises to its pre-Event condition. 4. Facility Use Fee: User agrees to pay Vistamar a Facility Use Fee in the amount of $0,00 ("Facility Use Fee") for the use of the Premises. Vistamar School will provide an invoice for usage of the Premises. If the Facility Use Fee is not timely received by Vistamar, Vistamar reserves the right to prohibit User from using the Premises for an Event and to immediately terminate this Agreement. User understands that is it only permitted to use the Premises, but if Vistamar permits User to use additional facilities or classrooms, Vistamar may require User pay an additional fee. Checks should be made payable to Vistamar School. Agreement No. 5389 5. Insurance: User agrees, at its sole expense, to procure and maintain during the term of the Event the following insurance with minimum limits equal to the amount indicated below. The User's provision of insurance coverage and limits required by this Agreement shall not limit the User's liability in any way: 5.1 Wcrkers' Com n, ion and EmDlovers' Liability Insurance. In accordance with provisions of section 3700 of the California Labor Code, User shall be required to secure workers' compensation coverage for its employees in the amount required by law. User shall maintain required Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000.00) per occurrence (accident) and one million dollars ($1,000,000.00) per employee (disease). 5.2 Proof of Carriaee of Insurance. User shall not commence any work under this Agreement until all required insurance has been obtained and certificates indicating the required coverages have been delivered in duplicate to Vistamar and approved by Vistamar. Certificates and insurance policies shall not be cancelled or reduced without thirty (30) days' notice to Vistamar and must contain endorsements stating Vistamar and its agents, representatives, employees, trustees, officers, consultants and volunteers are named additional insureds under all policies except Workers' Compensation Insurance. An endorsement will also state the User's insurance policies shall be primary and any insurance or self-insurance maintained by Vistamar shall be noncontributory. All endorsements must waive any right to subrogation against any of the named additional insureds. Additionally, all insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to Vistamar. 6. Premises Condition: User accepts the Premises as being clean and in good and safe condition and agrees to return the Premises to Vistamar in the same condition as when received, reasonable wear and tear excepted, upon completion of an Event. Vistamar shall be responsible for any maintenance and repair to the Premises. User shall be responsible for the costs to repair any damage to the Premises or other Vistamar areas caused directly or indirectly by User's occupancy of the Premises, including damages caused by User or its employees, contractors, agents, personnel, volunteers, guests, participants, patrons, students, or attendees. Vistamar shall provide all normal and customary utilities reasonably required for the use of the Premises by User, including electric and water. User shall not permanently affix any items on the walls. User shall clean up the courts, facilities, classrooms, and assembly areas after each use and return tables, benches and chairs to the locations in which they were found. User shall reimburse Vistamar for any extraordinary maintenance requirements occasioned by User's use of the Premises as determined by Vistamar. Agreement No. 5389 7. Property Brought to Premises: User shall be responsible for all property placed on or in the Premises. Vistamar assumes no responsibility for such property and Vistamar is expressly relieved and discharged from any liability for any loss, injury or damage to such property while on the Premises. User shall remove all such property from the Premises at the conclusion of the Event. If User fails to remove such property, User shall pay Vistamar for any expenses incurred by Vistamar in removing or storing such property. In addition, Vistamar may retain, use, or destroy such property still in Vistamar's possession upon five (5) calendar days after the Event. 8. Rules and Policies: User agrees to abide by and enforce all written rules and policies of Vistamar governing the use of the Premises that have been provided to user prior to its use of the facility. User further agrees to abide by and enforce all applicable Federal, state and local laws, statutes and ordinances. 9. Termination: Vistamar has the right to terminate this Agreement for its own convenience or for no reason at any time including up to and during the Event. 10.Indemnity: To the furthest extent permitted by California law, User shall defend, with counsel reasonably satisfactory to Vistamar, and shall indemnify and hold harmless Vistamar, its officers, directors, representatives, trustees, volunteers, agents, and employees (collectively referred to in this paragraph as "Vistamar parties"), from and against any demands, damages, losses, claims, liens, expenses, liabilities, injuries and other expenses of any nature whatsoever, including reasonable attorney's fees and costs, relating to or arising from the User's use of the Premises, or arising or resulting from any breach or default by User of its obligations under this Agreement. User, as a material part of this consideration given to Vistamar, assumes all risk of damage to property or injury to the User's students, parents or other members of the public who may be on the Premises as a result of the User's use of the Premises, and User waives all claims in respect thereof against Vistamar and releases Vistamar of all such claims. The covenants contained in this paragraph shall survive the expiration or termination of this Agreement. 11.Non-Assignment: The rights granted herein to the User are personal to the User and shall not be assigned by the User without Vistamar's written authority. 12.Cooperation with Vistamar: User shall cooperate with Vistamar and its representatives in accommodating the activities of Vistamar and will not use Vistamar's name in marketing without permission. User will not use, or permit students, children and adults attending its Event to use, the art Agreement No. 5389 supplies, athletic equipment, or other Vistamar equipment and belongings without Vistamar's prior written permission. User will supervise the activities of students, children and adults attending its Events, services and classes and will not allow them to use athletic equipment, computers, or art supplies or to enter areas of Vistamar not covered by this Agreement. User will encourage carpooling of its congregants to reduce use of the Vistamar parking tot. 13.Notice: Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served, and received if given in writing and either personally delivered or deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, or sent by overnight delivery services, or facsimile transmission. Any notice personally given or sent by facsimile transmission shall be effective upon receipt. Any notice sent by overnight delivery service, or email shalt be effective the business day next following delivery thereof to the overnight delivery service. Any notice given by mail shall be effective three (3) days after deposit in the United States mail. 14.Independent Contractor: It is understood and agreed that the parties shall, for the purposes of this Agreement, be independent contractors and neither User nor Vistamar shall hold the other out as representing or acting in any manner for User or Vistamar, as applicable, except as set forth in this Agreement. 15.Severability: If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shalt not be affected, impaired or invalidated in any way. 16.Counterparts: This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shalt constitute one and the same agreement. 17.Integration: Signer of this Agreement for User affirms that he or she has authority to sign this Agreement on behalf of User, This Agreement supersedes any other previous or contemporaneous agreement or understanding between the parties with respect to the subject matter herein, whether written or oral, and contains the entire understanding between the parties with respect to the subject matters herein. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 18,Modification, Amendment, Waiver: No modification or amendment of any provision of this Agreement shall be effective unless approved in writing and Agreement No. 5389 signed by both Parties. The failure of a Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either party thereafter to enforce each and every provision hereof in accordance with its terms. 19.California Law: Should any action or other proceeding arise regarding the enforcement or interpretation of this Agreement, it shall take place in the County of Los Angeles subject to the laws of the State of California. For VISTAMAR SCHOOL For USER By; : : ._._. By: _e) " (signature) Date: . , ` � - /7-_ Date: NA Attest: CityClerk \ Approved as to form: __ .. ..—jor...www._. . .....m.. City Attorney