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CONTRACT 5762 Memorandum of Understanding CLOSEDAgreement No. 5762 MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF EL SEGUNDO, THE ROTARY CLUB OF EL SEGUNDO AND EL SEGUNDO LODGE NO. 421 This MEMORANDUM OF UNDERSTANDING ("Agreement") is entered into this :�Iir� day of August, 2019 between the CITY OF EL SEGUNDO, a California municipal corporation (hereinafter referred to as "City), THE ROTARY CLUB OF EL SEGUNDO, a California Non -Profit, 501(c)(3) and EL SEGUNDO LODGE NO. 421, a California Non - Profit, 501(c)(10). The parties agree as follows: RECITALS A. The City owns and operates the EI Segundo Teen Center, located at 405 E. Grand Avenue, EI Segundo. The EI Segundo Teen Center is managed by the City's Recreation and Parks Department. B. The EI Segundo Rotary and EI Segundo Lodge No. 421 desire to co -host an event with the City at the Teen Center. The EI Segundo Rotary and the EI Segundo Lodge 421 each desire to contribute $25,000 towards the event called Twisted Tales. C. The City has determined that it would serve the public's interest for the event to occur and to partner with the EI Segundo Rotary and EI Segundo Lodge No. 421 for the event. NOW THEREFORE, the parties hereby covenant, warrant and agree as follows: 1. CONTRIBUTION AND REIMBURSEMENT. The Rotary Club of El Segundo and EI Segundo Lodge No. 421 each agree to pay $25,000 to the City by the deadline referenced in Exhibit'A," which is attached and incorporated herein by this reference. Such payments may be mailed or delivered to the City's Finance Department, 350 Main Street, EI Segundo, California 90245 to be deposited into a City trust account. The City, Rotary Club of EI Segundo and EI Segundo Lodge No. 421 will each be reimbursed and share in any profits associated with the Twisted Tales event as described in the attached Exhibit "A." 2. TERM. This Agreement takes effect on the date set forth above and will expire on December 31, 2019, unless terminated earlier as provided herein or extended by a written agreement between the parties. In the event either the Rotary Club of EI Segundo or the EI Segundo Lodge No. 421 fails to pay the City by the deadlines described in Exhibit "A," the City may terminate this Agreement and cancel the event. Memorandum of Understanding Page 1 Agreement No. 5762 3. EVENT. The City, Rotary Club of EI Segundo and EI Segundo Lodge No. 421 agree to co -host an event called Twisted Tales, as described in the attached Exhibit "A." 4. INSURANCE. a. Each party shall obtain and maintain at its own expense, during the Term of this Agreement and for a period of two years following the Event, a Commercial General Liability insurance policy written on an occurrence basis on ISO policy form CG 00 01 12 07 or any later form providing substantially equivalent or broader coverage, and including additional insured endorsements ISO Form No. CG 20 10 11 85 or 88, or equivalent with a minimum limit of $1,000,000 each occurrence and $2,000,000 general aggregate, which policy shall (i) specifically cover such party's contractually assumed liabilities, (ii) provide independent contractor coverage, (iii) include the other parties to this Agreement, and each party's parent, owners, partners, subsidiaries, affiliates, agents, successors and assigns as now exist or are hereafter constituted, and all of their employees, directors, officers, shareholders, members, managers and representatives an additional insureds by endorsement, and (iv) specify that such coverage is primary and non-contributory to any other insurance available to the other party, for the acts or omissions of the named insured party or others acting on behalf of the named insured party. b. All required insurance policies shall be endorsed to waive rights of subrogation against the other party and its parent, owners, partners, subsidiaries, affiliates, agents, successors and assigns as now exist or are hereafter constituted, and all of their employees, directors, officers, shareholders, members, managers and representatives, for the acts or omissions of the named insured party or others acting on behalf of the named insured party. Such insurance shall be in a form reasonably acceptable to the other party and shall have an A.M. Best rating of no less than A -VII, must be licensed to do business in the state where the Event will be held, and shall require the insurer to give the other party at least thirty (30) days' prior written notice of any reduction in coverage or cancellation. c. Certificates of insurance including additional insured and waiver of subrogation endorsements evidencing each party's compliance with the insurance requirements herein must be provided to City prior to implementation of this Agreement, and upon renewal of each insurance policy. The minimum limits of required insurance will in no event limit the liability or indemnity obligations of Owner or Sponsor under this Agreement. 5. INDEMNIFICATION. a. Each Party shall hold harmless, and indemnify each of the other Parties to this Agreement and each Party's directors, officers, agents, volunteers, representatives and employees against any and all suits, actions, claims, loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, including attorneys' fees, for injury or death to persons, including employees or agents of any Party, and damage to property, including property of any Party, arising out of or in connection with any negligent or wrongful act, error or omission by the Indemnifying Party at the Event or related to the Event, or the acts or omissions of others acting on behalf of the Memorandum of Understanding Page 2 Agreement No. 5762 Indemnifying Party; and any negligence or willful misconduct of Indemnifying Party's officers, directors, representatives, agents or employees at or in connection with the Event. b. An indemnified party will promptly notify the indemnifying party of the existence of any claim, demand or action giving rise to a claim for indemnification under this Agreement and will give the indemnifying party a reasonable opportunity to defend the same using counsel of the indemnifying party's choice and at the indemnifying party's expense. C. The indemnification provisions of this paragraph shall survive the termination or expiration, for whatever reason, of this Agreement. 6. TERMINATION. Any party may terminate this Agreement prior to its expiration with the written consent of the other party. 7. GOVERNING LAW. This Agreement been executed and delivered within the State of California, and the rights and obligations of the parties will be construed and enforced in accordance with, and governed by, the laws of the State of California. The venue for any legal or equitable action relating to this Agreement is the Los Angeles Superior Court. 8. ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Agreement may only be amended only by a written instrument executed by the parties hereto. 9. JOINT DRAFTING. Each party has cooperated in the drafting and preparation of this entire Agreement and in the event there is a dispute involving the interpretation of this Agreement the language may not construed against either party based upon a particular party having drafted a portion or all of the Agreement. 10. ATTORNEYS' FEES. In the event of litigation arising out of or relating to this Agreement, the prevailing party is entitled to its reasonable attorneys` fees and costs. 11. SEVERABILITY. In the event that any term, covenant, condition, provision or agreement contained in this Agreement is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or agreement will in no way affect any other term, covenant, condition, provision or agreement and the remainder of this Agreement will still be in full force and effect unless the invalidity would materially affect the consideration being received by one of the parties hereto. 12. TITLES. The titles included in this Agreement are for reference only and are not part of the terms of this Agreement, nor do they in any way modify the terms of this Agreement. Memorandum of Understanding Page 3 Agreement No. 5762 13. COUNTERPARTS. This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart will be deemed an original, and, when taken together with other signed counterparts, will constitute one Agreement, which is binding upon and effective as to both parties. 14. NOTICE. Any and all notices given to either party under this Agreement must be given as provided in this paragraph. All notices given to either party must be made by certified or registered United States mail, or personal delivery, at the noticing party's discretion, and addressed to the parties as set forth below. Notices will be deemed, for all purposes, to have been given on the date of personal service or three (3) consecutive calendar days following deposit of the same in the United States mail. As to THE ROTARY CLUB OF EL SEGUNDO: Eloise Mendez Rotary Club of EI Segundo PO BOX 85 EI Segundo Ca 90245 As to THE EL SEGUNDO LODGE NO. 421: Wayne Mularz EI Segundo Lodge No. 421 520 Main Street, EI Segundo Ca 90245 As to the CITY: Attn: City Clerk City of EI Segundo 350 Main Street EI Segundo, California 90245 15. AUTHORITY/MODIFICATION. This Agreement is not binding upon City until executed by the City Manager. The parties represent and warrant that all necessary action has been taken by the parties to authorize the undersigned to executed this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement signed by both Parties. Memorandum of Understanding Page 4 Agreement No. 5762 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. Cl OF L SEG O EL SEGUNDO E NO. 421 Mitnick, Wayne Mularz, PM —M City Manager President ATTEST: THE ROTARY CLUB OF EL SEGUNDO r fl' Tra y Wea r„ Eloise Mendez, City Clerk President APPROVED AS TO FORM: MarV1P• .Hensley,L City Attorney 0�- Memorandum of Understanding Page 5 Agreement No. 5762 EXHIBIT A The City will be co -hosting a special event called Twisted Tales. Twisted Tales (hereafter, "The 2019 Event') will consist of a full build out of the Teen Center which will create an interactive haunted house. This attraction will be open and available to the public for a total of seventeen (17) days throughout the month of October (October 3rd- October 31St). In particular: A. The City will market, manage, provide administrative support, staff and provide the Teen Center facility to host the 2019 event. After the 2019 event concludes, the City must be reimbursed its estimated staffing cost totaling $13,800. The Rotary Club of EI Segundo agrees to provide $25,000 to the City by August 15, 2019 to assist in purchasing materials and fund the 2019 event. The EI Segundo Lodge No. 421 agrees to provide $25,000 to the City by August 15, 2019 to assist in purchasing materials and fund the 2019 event. The funds will be deposited into a Trust Account created by the City specifically designated for The 2019 Event. B. Ryan Jaure, Twisted Tales Event Producer, will be working pursuant to an agreement with the City and will be compensated $11,000 for his production services. He will be responsible for design and set-up of the various event attractions, as well as managing expenses through the purchase of supplies and materials. The City will provide funds to Mr. Jaure an amount not to exceed $39,000 in three installments ($13,000 each) for the purchase of supplies and other needs for the build out of the 2019 Event. Mr. Jaure must submit receipts to show proper accounting of the spent funds. The City will be responsible for reviewing the submitted receipts and disbursing those payments. The City will pay Mr. Jaure for his production services in three payments totaling $11,000. Payment dates will be on or about September 31d ($3,600), October 1 St ($3,600) and the final payment ($3,800) will be upon the conclusion of the event. C. If the 2019 event produces gross revenue of at least $63,800 (i.e., the combined amount of the three amounts referenced above), the City, Rotary Club of EI Segundo and the EI Segundo Lodge No. 421 will all be reimbursed the amounts they contributed to the event. Any additional revenues received from the 2019 event in excess of $63,800, will be shared equally (1/3 each entity) between The City of EI Segundo, Rotary Club of EI Segundo and EI Segundo Lodge No. 421. D. If the 2019 event does not produce gross revenue of at least $63,800, the amount of revenues earned will be shared by the three parties based on each party's percentage of contribution (i.e., the percentage breakdown is City of EI Segundo - $13800 — 22%, EI Segundo Rotary - $25000 — 39% and EI Segundo Lodge 421 - $25000 — 39%). E. The City, EI Segundo Rotary and EI Segundo Lodge 421 will be advertised on materials and promotions related to the 2019 Event. F. This agreement will be for the 2019 year only. If the event is successful, all parties can enter a new agreement for future years. If the City should decide not to continue this event, all constructed props and purchased items made for the 2019 Event will belong to The Rotary Club of EI Segundo and The EI Segundo Lodge No. 421 and will be returned to the groups. The City will not provide storage of these items if the City decides not to continue as a partner for this event in future years.