CONTRACT 6447 License Agreement CLOSEDAgreement No. 6447
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
TEAM RUBICON
THIS LICENSE is made and executed this IP day of NAIA fi, 202Z,,
between the CITY OF EL SEGUNDO, a municipal corporation ("CITY"), and TEAM
RUBICON, a California nonprofit corporation ("LICENSEE").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on
the terms and conditions in this License, real property located at 314 Main Street. El
SegundoCA90245 ("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 license to use property only.
2. USE OF PROPERTY..
A. LICENSEE may temporarily use the Property for the purposes of training.
B. CITY may change, amend, or terminate LICENSEE's use of Property at
anytime, and in its sole discretion, verbally or in writing.
3. TERM. Except as provided in Section 4, the term of this license will begin on August
13, 2022 and end on August 13, 2022. Upon mutual written agreement between the
parties, this License may be renewed for additional time.
4. TERMINATION.
A. As stated above, CITY may terminate this License at any time with or
withoutcause, upon written or verbal notification. Termination will be
effective upon notification, unless CITY specifies otherwise.
B. LICENSEE may terminate this License at any time in writing at least five
(5) days before the effective termination date.
C. By executing this document, LICENSEE waives any and all claims for
damages that might otherwise arise from CITY's termination underthis
Section.
D. Upon termination, LICENSEE will remove all personal property and
improvements from Property within two (2) days. Property will be leftin a
clean and orderly fashion.
5. COMPENSATION. In exchange forthe use of the facilities at Property, LICENSEE
agrees to pay CITY a sum of NO dollar($0) for the term of this License.
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Agreement No. 6447
6. CONDEMNATION. If all or part of Property is acquired by eminentdomain or
purchase in lieu thereof, LICENSEE acknowledges that it will have no claim to any
compensation awarded for the taking of Property or any portion thereof or for loss of or
damage to LICENSEE's improvements.
7. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that
CITY is a public entity and that Property was previously acquired by CITY fora public
purpose. LICENSEE further acknowledges that any rights acquired u nderthis License
arose after the date of acquisition of Property and that said rights are subject to
termination when Property is needed by CITY. LICENSEE hereby acknowledges that 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.
8. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to
Property, or any part thereof, without CITY's prior written consent.
9. HAZARDOUS/TOXIC WASTE. CITY has not, nor, to CITY's knowledge, has any
third party used, generated, stored or disposed of, or permitted the use, generation,
storage or disposal of, any Hazardous Material (as defined below) on, under, about or
within Property in violation of any law or regulation. LICENSEE agrees that it will not
use, generate, store or dispose of any Hazardous Material (as defined below)on, under,
about or within Property in violation of any law or regulation. LICENSEE agrees to
defend and indemnify CITY, to the extent stated in Section 12, 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).
10.SIGNS. LICENSEE will not place any sign upon Property without CITY's prior
written consent. LICENSEE will pay for all costs of any approved signage and comply
with all applicable sign codes and ordinances.
11.ASSIGNMENT. LICENSEE will not be permitted to assign this License or any
i n terest th erei n.
12.INDEMNIFICATION.
A, LICENSEE will hold CITY harmless and free from any and all liability
arising outof this License, or its performance. Should CITY be named in
any suit, or should any claim be against it, by suitor otherwise, whether
the same be groundless ornot, arising outof this License, or its
performance, pursuantto this License, LICENSEE will defend CITY (at
CITY's request and with counsel satisfactoryto CITY) and will indemnify it
for any judgment rendered against it or any sums paid out in settlement or
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Agreement No. 6447
otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. LICENSEE 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 thatif any portion is held invalid, it is
agreed that the balance will, notwithstanding, continue in full legal force
and effect.
D. It is expressly understood and agreed that the foregoing provisions will
survive termination of this License.
E. The requirements as to the types and limits of insurance coverage to be
maintained by LICENSEE as required by Section 13 below, and any
approval of said insurance by CITY, are notintended to and will not in any
mannerlimit orqualifythe liabilities and obligations otherwise assumed by
LICENSEE pursuantto this License, including but notlimited to the
provisions concerning indemnification.
13.INSURANCE.
A. Before commencing performance underthis License, and at all other
times this License is effective, LICENSEE will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
ROMMIMM=
Commercial general liability:
Workers compensation
w
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO Forms. 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 must be endorsed to name CITY, its officials, and
employees as "additional insureds" undersaid 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," basis and will
not be cancelable except upon thirty (30) days priorwritten notice to CITY
except for nonpayment of premiums which may be cancelable upon ten
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Agreement No. 6447
(10) day notice.
C. LICENSEE will furnish to CITY duly authenticated Certificates of
Insurance and Endorsements evidencing maintenance of the insurance
required underthis License and such otherevidence of insurance or
copies of policies as may be reasonably required by CITY from time to
time. Insurance mustbe placed with insurerswith a currentA.M. Best
Company Rating equivalentto at least a Rating of "A:VII." Certificate(s)
must reflect that the insurerwill provide thirty (30) day notice of any
cancellation of coverage. CONTRACTOR will require its insurerto modify
such certificates to delete any exculpatory wording stating that failure of
the insurerto mail written notice of cancellation imposes no obligation, and
to delete the word "endeavor" with regard to any notice provisions.
D. Should LICENSEE, forany reason, fail to obtain and maintain the
insurance required bythis License, CITY may obtain such coverage at
LICENSEE's expense and charge the cost of such insurance to
LICENSEE underthis License orterminate pursuantto Section 4.
14. COMPLIANCE WITH LAW. LICENSEE 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 Property and will faithfully observe in the
use of Property all applicable laws. The judgment of any court of competent jurisdiction,
or the admission of LICENSEE in any action or proceeding against LICENSEE, whether
CITY be a party thereto or not, that LICENSEE has violated any such ordinance or
statute in the use of Property will be conclusive of thatfact as between CITY and
LICENSEE.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License
will constitute a breach of this License by LICENSEE, and in such eventsaid License
will automatically cease and terminate.
16. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of
this License will not constitute a waiverof anyfurther breach of the same or other term
of this License.
17. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest
to LICENSEE. Except for areas restricted because of safety concerns, CITY and the
general publicwill have unrestricted access upon Property for all lawful acts.
18.INSOLVENCY; RECEIVER. Eitherthe appointmentofa receiverto take possession
of all or substantially all of the assets of LICENSEE, or a general assignment by the
LICENSEE for the benefitof creditors, or any action taken or offered by LICENSEE
underany insolvency or bankruptcy action, will constitute a breach of this License by
LICENSEE, and in such eventsaid License will automatically cease and terminate.
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Agreement No. 6447
19. 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 party 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 as follows:
If to LICENSEE: If to CITY:
Team Rubicon City of El Segundo
5230 Pacific Concourse Drive 314 Main Street
Edwardsville, IL 62025 El Segundo, CA90245
Attention: Eddy Tseng Attention: Deena Lee
Phone: (310)483-8337 Phone: (310) 524-2235
Email: edward.tseng@teamrubiconusa.org Email Dlcc else undo.or
Changes may be made in the names or addresses of persons to whom notices
are to be given by giving notice in the manner prescribed in this paragraph..
20.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillaryto this Agreement, and related documents to be
entered into in connection with this Agreementwill be considered signed when the
signature of a party is delivered by electronic (.pdf) or facsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature
21. GOVERNING LAW. This License has been made in and will be construed in
accordance with the laws of the State of California and exclusive venue forany action
involving this License will be in Los Angeles County.
22. PARTIAL INVALIDITY. 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 bythe holding.
23. ENTIRE AGREEMENT. This instrumentand its Attachments constitute the sole
agreement between CITY and LICENSEE respecting Property, the use of Property by
LICENSEE, and the specified License term, and correctly sets forth the obligations of
CITY and LICENSEE. Any agreement or representations respecting Property or its
licensing by CITY to LICENSEE notexpressly set forth in this instrument are void.
24.CONSTRUCTION. The language of each part of this License will be construed
simply and according to its fair meaning, and this License will never be construed either
for or against either party.
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Agreement No. 6447
25.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this License
and to engage in the actions described herein. This License may be modified bywritten
agreement. CITY's city manager, or designee, may execute any such amendment on
behalf of CITY.
26.COUNTERPARTS. This License may be executed in any numberor counterparts,
each of which will be an original, butall of which togetherwill constitute one instrument
executed on the same date.
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CI OF EL SEGU DO
p
De Le Edward Tse g,
Fire Chief'
hie Team Rubicon Volunteer
ATTEST:
Taxpayer ID No.
Tracy Weaver,
City Clerk
APPROVED AS TO FORM;
MARK D. HA SLEY, City Attorney
al
Joaquin Vazquez, Deputy City Attorney
:IV) 5L-r4nCC
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