CONTRACT 6261-5 OtherAgreement No. 6261-5
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City Clerk
City of El Segundo
350 Main Street
El Segundo, CA 90245
IRREVOCABLE LICENSE AGREEMENT FOR PARKING SPACES
This IRREVOCABLE LICENSE AGREEMENT FOR PARKING SPACES ("License")
made this 6th day of February, 2021, by and between ES CENTERCAL, LLC, a Delaware
limited liability company ("Licensor" or "CenterCal"), and THE CITY OF EL SEGUNDO, a
general law City and municipal corporation ("Licensee" or "City") (collectively, the "Parties").
WITNESSETH:
WHEREAS, pursuant to that certain Due Diligence and Ground Lease Agreement entered
into by and between City and CenterCal, dated February 6th , 2021 (as amended, the "Lease"),
City leased certain real property in the City of El Segundo, County of Los Angeles, State of
California, more particularly delineated on the Site Plan attached hereto as Exhibit A and made a
part hereof (the "Premises") to CenterCal for the operation of a golf-themed dining and recreation
facility with restaurant, bar, lounge, grill and event space (the "Golf Entertainment Facility"),
subject to the terms and conditions of the Lease;
WHEREAS, pursuant to the Lease, CenterCal agreed to grant an irrevocable parking
license to City over the parking lot located on the Premises. CenterCal agrees to grant to City the
license described herein subject to the terms and conditions set forth herein;
WHEREAS, City desires to enter upon the Premises and use the License Area as shown
on Exhibit B (the "License Area") on the Premises, and CenterCal is willing to grant City an
irrevocable license to use said License Area, upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants hereinafter set forth, and other
good and valuable consideration from each of the parties to the other, the receipt and sufficiency
of which are hereby acknowledged, CenterCal (Licensor) and City (Licensee) covenant and agree
as follows:
1. DEFINITIONS: All terms that are not otherwise defined herein shall have the same
meaning as is set froth for such term in the Lease.
2. LICENSE AREA: Licensor hereby grants to Licensee, and Licensee hereby
accepts, an irrevocable, non -transferable and non-exclusive license to use the License Area subject
Agreement No. 6261-5
to the terms and conditions of this License. Licensor's grant hereunder shall in no way operate to
confer upon Licensee any other interest, status, or estate of any kind other than a license. Licensor
shall not be obligated to provide Licensee any other services in connection with Licensee's use of
the License Area.
3. LICENSE TERM: The term of this License (the "License Term") shall commence
at 9:00 a.m. on February 6th , 2021 and shall automatically renew for successive one (1) month
periods, until Licensee delivers not less than thirty (30) days' prior written notice of termination
to Licensor, or unless sooner terminated pursuant to applicable law. Upon the expiration or sooner
termination of this License, Licensee covenants and agrees to vacate and surrender the License
Area to Licensor in the same condition and repair as exists as of the date hereof, subject to ordinary
wear and tear.
4. CONDITION OF LICENSE AREA: Licensor shall construct or cause to be
constructed the License Area according to the plans and specifications approved by the City of El
Segundo Department of Planning, Building and Safety. Licensor shall at all times maintain or
cause to be maintained the License Area in a manner that is consistent with the remaining portions
of the Premises.
5. ASSIGNMENT AND SUBLETTING: Licensor understands and agrees that
Licensee contracts with a private entity for the operation and management of the Golf Course and
related Golf Course amenities, and that the contracted operator of the Golf Course, and its
employees (collectively, "Golf Course Employees"), together with golf professionals teaching at
the Golf Course, and all patrons of, and visitors to, the Golf Course, have the right to use the
License Area in a manner consistent with this License. Aside from the third party rights and
actions specified in this paragraph, Licensee shall have no right, power or authority to transfer or
assign this License, in whole or part, without the prior written consent of Licensor.
6. USE OF LICENSE AREA:
(a) Licensee, for the benefit of the patrons of the Golf Course and related
amenities, and Golf Course Employees along with golf professionals teaching at the Golf Course,
may use the License Area solely for ingress and egress, and for the parking of motor vehicles as
provided herein. Licensee may require Licensor to mark, with signs or other markings acceptable
to Licensee, up to twenty-six parking spaces to indicate that they are to be used exclusively by the
patrons of the Golf Course and related Golf Course amenities, and Golf Course Employees along
with golf professionals teaching at the Golf Course, only during the Golf Course's hours of
operation as provided in Exhibit " T' to the Lease (the "Limited Exclusive Use Spaces"). The
twenty-six Limited Exclusive Use Spaces are indicated on Exhibit C, attached hereto and
incorporated herein by this reference. All other parking spaces within the License Area shall be
available for use by patrons of the Golf Entertainment Facility and/or patrons of the Golf Course
and related Golf Course amenities, on a first -come, first -served basis. Aside from the twenty-six
Limited Exclusive Use Spaces, and aside from the handicapped -accessible spaces required by law,
no parking space within the License Area may be posted or marked with any signs, words, or
symbols restricting the use of the space, except as required by applicable laws.
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Agreement No. 6261-5
(b) Licensor is not responsible to Licensee for injury, loss or damage to any
vehicle or vehicles, or to any personal property left therein or thereabout, whether by reason of
fire, water, theft, collision, vandalism or any other cause beyond Licensor's control; nor shall
Licensor incur any liability to Licensee on account of inaccessibility or disrepair of the License
Area due directly or indirectly to inclement weather, accidents or other reasons beyond Licensor's
control.
7. RIGHTS RESERVED BY LICENSOR: Licensor reserves the right to enter the
License Area at all times (a) to inspect and repair the License Area or the Premises as Licensor
may deem reasonably necessary or desirable, (b) for any purpose whatsoever relating to the use,
maintenance, safety, protection or preservation of the License Area or Premises, and (c) for any
other purpose which does not prevent the use of the License Area in accordance with the terms
hereof. In any such event, the Licensor shall take reasonable measures to avoid undue disturbance
to Licensee's use of the License Area.
8. NOTICES: All notices hereunder shall be delivered as provided in the Lease.
9. Except as specifically provided herein, nothing in this License Agreement is
intended to modify the respective rights, duties and obligations of the Parties under the terms of
the Lease.
10. GENERAL PROVISIONS: The captions in this License are inserted only as a
matter of convenience and for reference, and in no way define, limit or describe the scope or intent
of such paragraph or of this License. The terms, covenants and conditions contained in this License
shall bind and inure to the benefit of the Licensor and Licensee, and their respective heirs, legal
representatives, successors and assigns; provided that, nothing in this Section 10 shall be deemed
to permit any transfer, assignment, sublease, license or other arrangement in violation of Section
5 hereof. This License and all of the rights of Licensee hereunder may not be subordinated to the
provisions of any mortgage or deed of trust encumbering the Premises. No change, waiver or
modification of the terms hereof shall be binding unless in writing and signed by the parties hereto.
The interpretation of this License shall be governed by the laws of the State of California, without
regard to the conflict of laws principles thereof. This License constitutes the entire agreement
between the parties with respect to the License Area and the use thereof.
11. An executed copy of this License shall be recorded in the Office of the Los Angeles
County Recorder.
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Agreement No. 6261-5
IN WITNESS WHEREOF, Licensor and Licensee have caused these presents to be
signed (duly executed and attested) and sealed the day and the year first above written.
LICENSOR:
ES CENTERCAL, LLC
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ATTEST: LICENSEE:
CITY OF EL SEGUNDO
_.. By-, .
City Clerk Name:
Title:
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Agreement No. 6261-5
IN WITNESS WHEREOF, Licensor and Licensee have caused these presents to be
signed (duly executed and attested) and sealed the day and the year first above written.
LICENSOR:
ES CENTERCAL, LLC
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Name:
Title:
ATTEST: LICENSEE:
CITY OF EL SEGUNDO
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