CONTRACT 3346 License AgreementLICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
BLOCKBUSTER INC.
THIS LICENSE is made and executed this Vh day of Lune,_ 4, between the CITY OF
EL SEGUNDO, a municipal corporation ("CITY"), and BLOCKBUSTER INC., a Delaware
Corporation ("CONTRACTOR").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses CONTRACTOR to use, on
the terms and conditions below, a portion of real property situated at 131 West Grand Avenue,
Suite A, within CITY's jurisdiction, which is more particularly depicted in attached Exhibit "A,"
which is incorporated by reference ("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 nonexclusive license to use
the Property only.
2. USE OF PROPERTY.
A. CONTRACTOR may use the Property for the purpose of installing an overhead
sign and related actions. The sign must have a minimum vertical height clearance
of eight (8) feet. In consideration of this permission, CONTRACTOR must
maintain a six (6) foot area for public pedestrian use. Maintenance, as used in this
License, includes not only keeping the area free of any physical hindrances to
pedestrian traffic, but also keeping the area clean of refuse, litter and other similar
nuisances.
B. CITY may change, amend or terminate CONTRACTOR's use of the 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 run from the date of
execution for Thirty (30) years unless terminated as provided in this License.
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.
B. CONTRACTOR may terminate this Agreement at any time in writing at least five
(5) days before the effective termination date.
C. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
Page 1 of 6
D:\My Documents\Construction Documents\02721 City Lic. Agrmnt.doc
D. Upon termination, CONTRACTOR will remove all personal property and
improvements from the Property within two (2) days. The Property will be left in
a clean and orderly fashion.
5. CONDEMNATION. If all or part of the Property is acquired by eminent domain or
purchase in lieu thereof, CONTRACTOR acknowledges that it will have no claim to any
compensation awarded for the taking of the Property or any portion thereof or for loss of or
damage to CONTRACTOR's improvements.
6. RELOCATION BENEFITS. CONTRACTOR acknowledges that it has been informed that
CITY is a public entity and that the Property has previously been acquired by CITY for a public
purpose. CONTRACTOR further acknowledges that any rights acquired under this License arose
after the date of acquisition of the Property and that said rights are subject to termination when
the Property is needed by the CITY. CONTRACTOR hereby acknowledges 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. CONTRACTOR will not make, or cause to be made, any alterations to
the 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 to use, generation, storage or disposal
of any Hazardous Material (as defined below) on, or under, about or within the Property in
violation of any law or regulation. CONTRACTOR agrees that it will not use, generate, store or
dispose of any Hazardous Material (as defined below) on, under, about or within the Property in
violation of any law or regulation. CONTRACTOR 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. CONTRACTOR will not place any sign upon the Property other than the overhead
sign permitted under this License without CITY's prior written consent. CONTRACTOR will
pay for all costs of any approved signage and comply with all applicable sign codes and
ordinances.
10. ASSIGNMENT. CONTRACTOR will not be permitted to assign this License or any interest
therein.
11. INDEMNIFICATION.
A. CONTRACTOR 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
Page 2 of 6
DAMy Documents\Construction Documents\02721 City Lic. Agrmnt.doc
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, CONTRACTOR will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify it for any judgement rendered
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. CONTRACTOR 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 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 CONTRACTOR 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
CONTRACTOR pursuant to this Agreement, including but not limited to the
provisions concerning indemnification.
12. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONTRACTOR 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 le
Commercial General Liability $1,000,000.00
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 8 5 or 88. 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 will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under said insurance 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,"
Page 3 of 6
D:\My Documents\Construction Documents\02721 City Lic. Agrmnt.doc
basis and will not be cancelable except upon thirty (30) days prior written notice
to CITY.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, or similar form for CONTRACTOR owned autos.
D. CONTRACTOR will furnish to CITY duly authenticated Certificates of Insurance
and Endorsements evidencing maintenance of the insurance required under this
Agreement 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."
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONTRACTOR's expense and deduct the cost of such insurance from payments
due to CONTRACTOR under this Agreement or terminate pursuant to Section 4.
13. COMPLIANCE WITH LAW. CONTRACTOR 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 the Property and will faithfully observe in the use of the
Property all applicable laws. The judgement of any court of competent jurisdiction, or the
admission of CONTRACTOR in any action or proceeding against CONTRACTOR, whether
CITY be a party thereto or not, that CONTRACTOR has violated any such ordinance or statute
in the use of the Property will be conclusive of the fact as between CITY and CONTRACTOR.
14. BREACH OF AGREEMENT. The violation of any of the provision of this License will
constitute a breach of this License by CONTRACTOR, 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
CONTRACTOR. Except for areas restricted because of safety concerns, CITY and the general
public will have unrestricted access upon the Property foe all lawful acts.
17. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all
or substantially all of the assets of CONTRACTOR, or a general assignment by CONTRACTOR
for the benefit of creditors, or any action taken or offered by CONTRACTOR under any
insolvency or bankruptcy action, will constitute a breach of this License by CONTRACTOR,
and in such event said License will automatically cease and terminate.
Page 4 of 6
D:\My Documents\Construction Documents\02721 City Lic. Agrmnt.doc
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 parry 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 to CONTRACTOR at:
or to CITY at:
BLOCKBUSTER Inc.
Attn: Lease Administration
3000 Redbud Blvd
McKinney, TX 75069
CITY OF EL SEGUNDO
Public Works Department
Attn: Director of Public Works
350 Main Street
El Segundo, CA 90245-3895
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
19. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that 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 parry is delivered by facsimile
transmission. Such facsimile signature will be treated in all respects as having the same effect as
an original signature.
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 VALIDITY. 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 CONTRACTOR respecting the Property, the use of the Property
by CONTRACTOR, and the specified License term, and correctly sets forth the obligations of
CITY and CONTRACTOR. Any agreement or representations respecting the Property or its
licensing by CITY to CONTRACTOR not expressly set forth in this instrument are void.
Page 5 of 6
D:\My Documents\Construction Documents\02721 City Lic. Agrmnt.doc
634 6 .
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 of counterparts, each
of which will be an original, but all of which together will constitute one instrument executed on
the same date.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first herein above written.
CITY OF EL SEGUNDO
A general law city and, municipal co oration.
Mary Streen
City Manager
ATTEST:
Cindy Mort seen
City Clerk
APPROVED RW
Mark D. 1.1 le y At � ney
By: ��
Kar H. Berger
Assistant City Attorney
d
Page 6 of 6
BLOCKBUSTER INC.
a Delaware corporation
Oar 1l aylor
It.' Co truction Manager
DANly Documents\Construction Documents\02721 City Lic. Agnnnt.doc
3 3 4 6•., 4
City of E:l Segundo
INTER -DEPARTMENTAL CORRESPONDENCE
TO: Cathy Domann, Deputy City Clerk
FROM: einone Jurjis, Acting City Engineer
DATE: Jute 7, 2004
SUBJECT: License agreement for Blockbuster Video sign
Attached is the license agreement between the City and Blockbuster Video. Blockbuster has
proposed to install a sign that projects into the public right-of-way. The agreements require City
Manager and City Attorney signatures.
S eimone
Via Airborne Overnight
June 4, 2004
CITY OF EL SEGUNDO
Public Works Department
350 Main Street
El Segundo, CA 90245-3895
Attn: Mr. David Bang
Re: License Agreement
Blockbuster # 02721
131 W. Grand Ave., Suite A
El Segundo, CA 90245
Dear Mr. Bang:
Enclosed is the License Agreement with Exhibit A as requested. Please let me know if
you need anything else.
Sincerely.
BLOCKBUSTER Inc.
G ry H. Taylor
Construction Manager
cc: File
0 949.203.6266
gtaylor@blockbuster.com
Nf
H
Z
W
❑ O W
z Z O
W 0�2 4 „t �iN a w W =�
4> mao j pW p C1 W
4 opt3= zz x 3 �z uz oW u
} Fm ys0 m < c� O0 zz C� oe mt z
V u°N Paz I'll "ao E z J a Wo GW
pWI dU. �¢s gr=-z'W x i g �: mW
OW0
Y U z�Op
3o,�gF==z�OzoG
z
W F 3ma "u =ui p
Tr
I I I I
d3.8$ 03
b
II
a�
U
N
I
ro
ro
I
-2 o
0 om 10
F"
0
0
v
V
0
RICHMOND ST
I
1:
!,51 5
114,11k
oil
sQ
at
is
E
0
M Nl
c
a C
Din