CONTRACT 5804 License AgreementAgreement No. 5804
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
WEST BASIN MUNICIPAL WATER DISTRICT
THIS LICENSE AGREEMENT ("Agreement") is made and executed this day of
2019, between WEST BASIN MUNICIPAL WATER DISTRICT,
a California public agency, as Licensor ("DISTRICT") and the CITY OF EL SEGUNDO, a
municipal corporation, as Licensee ("CITY"). DISTRICT and CITY are collectively referred to
herein as the "Parties."
1. RECITALS. The Parties agree that this Agreement is entered into with reference to the
following facts and objectives:
A. CITY owns certain real property currently used as a golf course. The CITY's
property abuts DISTRICT property that is the site of the DISTRICT's Edward C.
Little Water Recycling Facility ("ECLWRF" or "BCLWRF Property").
B. CITY wishes to use a portion of the DISTRICT's ECLWRF existing parking lot
to serve patrons of the CITY's golf course. The portion of DISTRICT's
ECLWRF property to be used by CITY pursuant to this Agreement, hereinafter
referred to as the "License Area," is described in Exhibit "A" attached hereto and
made a part hereof.
2. LICENSE. DISTRICT hereby grants to CITY a revocable license to use the License Area
for the term and upon the terms and conditions set forth in this Agreement. CITY does not
acquire any right to the License Area independent of DISTRICT's rights. DISTRICT'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 its property as described in this Agreement.
3. USE OF LICENSE AREA.
A. CITY acquires the privilege of maintaining a parking lot on the License Area.
CITY will bear all maintenance and operational costs associated with the use of
the License Area. CITY shall be responsible for removing all trash and debris
from the License Area. CITY shall make no improvements or alterations to the
License AREA without the express prior written consent of DISTRICT. Any
such improvements or alterations within the License Area will comply with all
applicable regulations, codes and ordinances.
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Agreement No. 5804
4. TERM, This Agreement will commence upon execution by the Parties, and shall remain in
effect for a term of twenty years unless or until it is terminated pursuant to Section 5. CITY may
extend this term for an additional 20 year period, by providing written notice to DISTRICT of
CITY's intent to extend, which notice must be provided to DISTRICT at least one year prior to
termination of the original 20 year term.
5. TERMINATION. Either parry may terminate this Agreement by providing one -hundred
twenty (120) days' written notice of the same to the other party.
6. COMPENSATION. In exchange for the use of the Property, CITY agrees to pay
DISTRICT a sum of one dollar per year for the term of this Agreement.
7. NO RESPONSIBILITY. It is understood and agreed that DISTRICT has no obligation to
safeguard or insure any property installed or maintained by CITY on the License Area. All such
obligations are solely those of the CITY. CITY will not look to DISTRICT for any loss of,
damage to or destruction of such property, except where the same is caused by the sole active
negligence or willful misconduct of DISTRICT or its agents, employees or contractors.
8. HAZARDOUS/TOXIC WASTE. CITY agrees that it will not use, generate, store or
dispose of any Hazardous Material (as defined below) on, under, about or within License Area in
violation of any law or regulation. CITY agrees to defend and indemnify DISTRICT, 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. CONDEMNATION. If all or part of the License Area is acquired by eminent domain or
purchase in lieu thereof, CITY acknowledges that it will have no claim to any compensation
awarded for the taking of said License Area or any portion thereof or for loss of or damage to
CITY's improvements.
10. ASSIGNMENT. CITY is not permitted to assign this Agreement or any interest herein
without the prior written consent of DISTRICT.
11. INDEMNIFICATION.
B. CITY holds DISTRICT harmless and free from any and all liability arising out of
this Agreement, or its performance. Should DISTRICT be named in any suit, or
should any claim be brought 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, CITY will defend DISTRICT (at DISTRI T's request and with
counsel satisfactory to DISTRICT) and will indemnify it for any judgment
rendered against it or any sums paid out in settlement or otherwise.
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Agreement No. 5804
C. For purposes of this Section "DISTRICT" includes DISTRICT's officers,
officials, employees, agents, representatives, and volunteers.
D. CITY 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 legal force and effect.
E. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
12. INSURANCE.
A. CITY shall maintain for the duration of the Agreement insurance against claims
for injuries to persons or damages to property which may arise from or in
connection with the use of the License Area by CITY, its agents, contractors,
officials, officers, employees, or residents.
B. MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad, as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $2,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location (ISO
CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1),
or if CITY has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with
limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
If the CITY maintains broader coverage and/or higher limits than the minimums
shown above, the DISTRICT requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the CITY. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available
to the DISTRICT.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions:
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Agreement No. 5804
1. Additional Insured Status - The DISTRICT, its officers, officials, employees,
and volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf of the
CITY including materials, parts, or equipment furnished in connection with such
work or operations. General liability coverage can be provided in the form of an
endorsement to the CITY's insurance (at least as broad as ISO Form CG 20 10 11 85
or if not available, through the addition of both CG 20 10, CG 20 26, CO 20 33, or
CG 20 38; and CG 20 37 if a later edition is used).
2. Primary Coverage - For any claims related to this contract, the CITY's
insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104
13 as respects the DISTRICT, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the DISTRICT, its officers, officials,
employees, or volunteers shall be excess of the CITY's insurance and shall not
contribute with it.
3. Notice of Cancellation - Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to the DISTRICT.
4. Waiver of Subrogation - CITY hereby grants to DISTRICT a waiver of
any right to subrogation which any insurer of said CITY may acquire against the
DISTRICT by virtue of the payment of any loss under such insurance. CITY agrees
to obtain any endorsement that may be necessary to affect this waiver of subrogation,
but this provision applies regardless of whether or not the DISTRICT has received a
waiver of subrogation endorsement from the insurer.
5. Self -Insured Retentions - Self -insured retentions must be declared to and
approved by the DISTRICT. The DISTRICT may require the CITY to purchase
coverage with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The
policy language shall provide, or be endorsed to provide, that the self -insured
retention may be satisfied by either the named insured or DISTRICT.
13. COMPLIANCE WITH LAW. CITY 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. The judgment of any court of competent jurisdiction, or the admission of CITY in
any action or proceeding against CITY, whether DISTRICT be a party thereto or not, that CITY
has violated any such ordinance or statute will be conclusive of that fact.
14. BREACH OF AGREEMENT. The violation of any of the provisions of this Agreement
will constitute a breach of Agreement. The non -breaching party shall provide written notice to
the breaching party upon occurrence of an event of default, and the breaching party must cure the
default within thirty calendar days after receipt of notice. In the event that a breach is not cured
upon within such time periods, the non -breaching party may terminate this Agreement by
providing written notice pursuant to Section 5.
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Agreement No. 5804
15. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this
Agreement will not constitute a waiver of any further breach of the same or other term of this
Agreement.
16. ENTRY BY DISTRICT. This Agreement does not convey any property interest to CITY.
DISTRICT will have unrestricted access upon License Area for all lawful acts.
17. NOTICES. 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 to this Agreement 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 Iieu of the personal
service, upon deposit in the United States Mail, certified or registered mail, return receipt
requested, postage prepaid, at:
CITY: The City of El Segundo
350 Main Street
El Segundo, California 90245
Attn: City Clerk
DISTRICT: West Basin Municipal Water District
17140 Avalon Blvd.
Carson, California 90746
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
18. ACCEPTANCE OF ELECTRONIC 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 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.
19. 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.
20. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this
Agreement will remain in effect, unimpaired by the holding.
21. ENTIRE AGREEMENT. This instrument and its Exhibits constitute the sole agreement
between CITY and DISTRICT respecting the License Area, and correctly sets forth the
obligations of CITY and DISTRICT.
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Agreement No. 5804
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO
Scott Mit6- nick, City ?tanager
A EST:
... ro.,
Tracy Weav r
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
WEST BASIN MUNICIPAL WATER
DISTRICT
Patrick Sheilds, General Manager
Taxpayer ID No. 95-6003477
APPROVED AS TO FORM:
Olivarez Madruga, Lemieux O'Neill,
West Basin General Counsel
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