CONTRACT 4346 OtherID) 111*111, Kv 911-11 WA). ATM I NVI
This'AGREEMENT is made and executed this 19th day of September, 2012, between the
My bF EL SEGUNDO, a municipal corporation C'City"), and the El, SEGUNDO UNIFIED
SCHOOL DISTRICT OF LOS ANGELES COUNTY, a California public school district
("District"), City and District are-*relnafter sometimes collectively ref6rred,.;to as the 'Tartics"
and each may be referred to as: a "Party."
RECrrALS
A. Education Code Section 10905 auttiorizes, and empowers school districts and
cities to organize, promote and conduct programs of community recreation; to establish ' systems
of recreation;
; and acquire, improve, maintain and operate centers within,: or without � the territorial
units of the City.
B. Di
,,,n -.-o*np�-operates- and maintains a video studio in I3uildiug
st K,.located in the
no,fthportion.of the-ELSeggadolligh-:Scheel
facility, 640 rain Street, El Segundo,as shown on
Aitachinent A,,.incorporated--hereirr hy--reference (the "Video, StudiW).,
C. Government Code: Sectibn 65.02 authorizes two or more public agencies to jointly,
exercise, any, power common to the contracting bktheir-,
_parties, --if authorized 'legislative or other
governing bodies.
P: The maintenance and operation of the. Video Studio .is a% power -coinmo:6 to City
and District
E. City and District have found it is in the public interest, economically and,
practicably, to cooperate with each other in regard to the educational and recreational use of the
Video Studio and therefore desire to enter into this Agreement, pursuant to the provisions of
Education Codc,Section 10905 and Government Code Section 6502.
NOW, :THEREFORE, :for arid: ;in -consideration of the. mutual covenants ai2d conditions::
contained herein,tlie Parties agree as follows.:
1. Term. This Agreement s - .-be ' -decmqdAo have:.commencedon September 12,-,
20.Q-7 and shall be for a term of fifteen (15). yparsi This Agreem, * cnt-
may Ire renewed or extende.d,
upon mutual agreement by the Parties.
2. Use. City and District agree tojointly utilize the Video Studio and equipment
located in the Video Studio for public, education, and recreation programs under the direction
and supervision of City and/or District, in,accordanec with a schedule mutually acceptable to
City and District.
3. Equipment and Personnel, City and District agree cacti shall be responsible for its
own employees, representatives, agents, students, and invitees at the Video Studio. Each Party
" retain title to its respective equipment located at the Video Studio and provide mamtenance
H
and insurance for such equipment. it is agreed further in this regard, that the Parties must-'-fumisl:;
and compensate all personnel . or employees necessary to conduct their respective programs and
activities. To the extent:tbat a Party uses the other,Party's employees and, equipmentsuch Party
sball reimburse the other Patty on an "as billcX' basis for the reasonable cost,of such employees
and equipment -
4. Rules and Regulations. During the conduct of such programs and activitics, each
Party m4y-formulate and enforce suclixules and regulations as are aec&vtable to the other Party,
and.are necessary - to maintain proper standards of conduct and'_safety at the Video Studio.
s.ary.
5. Duty to, Repair., Each Party agrees to comply with all existing niles regulating the
"video Studio including, without limitation, cleanup after use, of the property. City shall repair,
cause to be: repaired, or reimburse District for the cost of repairing damage to the Video Studio
during th& period of use by City, except where such damage may be attributed to the ordinary or
reasonable use of the Video Studio. District will be responsible for normal operation
maintenance, and repair of the Video, Studio, and, upon any damage to the, Video Studio, other
than that caused during the period of use by the City, District shall repair and restore the Video
Studio to substantially the same Condition existing immediately prior to said damage with all
reasonable dispatch and diligence.
6, Te P n C with
--,rmination. Either arty hereto may terminate this Agreeme t,at any timet
or without cause upon written notification. Termination will be effective: one hundred and
twenty - 120),daygaftcr receiving notification. By executing this Agreement, the Parties waive
any, and all claims for damag I es that may arise from early termination under this'section,
7. Inddinnification. The.Parties agree As follows',
A. City indeninifies, will defend, saves and holds District, itselected and
appointed officials, employees, and agents harmless from all claims, or liability from personal
injury, death, property damage or any other damages including, without limitation, to,`suitsfibr
def4friation, intentional or negligent infliction of emotional distress and violation of civil rights,
a king f p
ris roin City's o eration of the Video Studio, including;,, Without limitation, its use,:of the
Video Studio to produce and distribute broadcasts over the El Segundo Community Cable
Channel, City"s duty to defend and indemnify District extends to claims or liability arising from
the acts or statements of persons using the Video Studio of Community Cable Channel,vath
City .'S.perinission or authority.
B. District indemnifics, will defend, saves and holds City, its elected and
appointed officials, cinployces, and agents harmless from all claims or •liability from personal
injury, death, property damage or any other damages including, without limitation, to suits for
defarnation, intentional or negligent, infliction, of emotional distress and violation of civil rights,
arising from District's use of the Video Studio, including, without limitation, its use of the Video
Studio to produce and distribute broadcasts over the El Segundo, Community Cable Channel for
bistript-c6ritrolled or sponsored programming and activities. District's duty to defend and
indemnify City extends to claims,or liability arising from the acts or statements of persons -using
the Video Studio or Community Cable Channel with District's permission or authority.
8. Limitations on Use, Neither Party rnav permit any person ororganization to use
the Video Studio or equipment contained therein where such use is inconsistent with the
provisions of federal, state or local laws, including without limitation, .Section 10900 through
10916 of the Education Code,:of ithe State of Cidifoinia, -the- El Segundo Municipal 'Code, or
adopted City, or District policies.
9„ Use', AiedWes. District - Syperin'tendent of the School District and, , the City
Manager of the City, or their designees, are hereby authorized and directed by their, respective
Parties to develop necessary schedules and/or details in connection with the operation and use of
the Video Studio pursuant to this Agreement which axe consistent with the above -stated
purposes.
10, Successors and Assigns. This, -Agreement is�- - binding on. the assigns, transferees
and:--,succcssors in interest of 'City and District-whethdr said successor'in-iziterest is a. unified
schodl district or other political entity.
11. Entire Aareement. This Agreement represents the entire: understanding°of 'City
and, District with respect to,the subject matter herein: and all
prior written arid:rt�ral agreement's
regarding the subject matter herein are s-upersed-&-by this Agreement,
greement.
.iI- Assignmeni. Neither party ,may ,assign -this Agreement :or any interest heroim.
Any. such attempted assignment will be void.
11No_tices, 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 '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'licu of the personal, service, upon Aeposit
in the United States Mail, certified or registcredmail, return receipt requested,, postage prepaid,,
addressed to;
District
EI -Segundo Unified School District
.641 Sheldon Avenue
El Segundo, CA90245
Ci.
City Clerk .
350 Main Street
BI Segundo,.CA 90245
Either party may change Its!:W,dress f6r, the purpose of this section by
notice Q
of the change t.the-other party,
giving written
14. _vtance of Facsimile Signatures,. The parties agree that agreements anc-iliary
to this- Agreement and related documents to be entered into in connection with this Agreement
wig --be considered, signed when the signature of a party is deliver'
ed by facsimile transmission.
-respictts." havingdi same.: effect as an. .1
ignatureC sa
Such acsimi e.
ginal
signaturp-
15, Governing Law. This Agreem_
ent h .beeni- `_. .6 -in. 4#4_. Will be: -,co4strued -ih
accordance with the laws of the State of California and exclusive venue for any action. -involving
this Agreement will be in Los Angeles County.
1.6. pprtial Invalidity . Should aity.,provision of this Agreement be held
competent jurisdiction to be either invalid -or. unenforceable, the remaining prPY-1910ns will
remain in efiect, unimpaired by the holding.
17 Construction. The language of each party of this Agreement will 'be construed
simply and according to its fair meaning, and this Agreement will never, be construed either for
I or against either party.
18. Authority Modification. The patties represent and warrant that all necessary
action has been taken by the parties to, authorize the undersipcd to execute this Agreement and
to engage 14 the actions described herein. This Agreement may be modified by written
agreement. City's City Manager, or designee, may execute such amendment on behalf of -City.
19. Counteroarts, This Agreerii640pay be eitecuted in any number or counterparts,
each
h -6f which will be an original, but-all.,of which taken together Will constitute: one instrurnent
executed -on the same date.
IN WITNESS WHEREOF, jfie,parties hereunto:have executed this Agreemeiit.by --their
officers duly. authorized.
EL SEGUNDO UNIFIED SCHOOL DISTRICT CITY OF EL. SEGUNDO
Bye y
Superintend pK` Carl Jacobson, Mayor
`
APpr6Wed As To -Form. Attesu":
District Couns*&l
By
ra2c y/ ISherrill We ver, City
,C/
r
—L\Pj2rovcd As
MarkH' c L nsley,,City Attorney
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