CONTRACT 7003 License AgreementAgreement No. 7003
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
EL SEGUNDO LITTLE LEAGUE
THIS LICENSE is made and executed this 8th day of July, 2024, between the
CITY OF EL SEGUNDO, a California municipal corporation ("CITY"), and El Segundo
Little League, a California non-profit organization ("LICENSEE").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY owns the real property located at
[401 Sheldon Street El Segundo, CA 90245]. CITY licenses LICENSEE to use, on the
terms and conditions in this License, that portion of real property located on such CITY
property, as depicted in Exhibit "A," which is attached and 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 license to use property only.
2. USE OF PROPERTY.
A. Subject to applicable federal, state, and local laws, including the El
Segundo Municipal Code, and El Segundo Recreation, Parks, and Library
regulations, LICENSEE may temporarily use the Property for the purposes
of temporarily locating a shed, as described in Exhibit "A" on the Property
and storing LICENSEE's personal property within such shed.
B. CITY may change, amend, or terminate LICENSEE's use of Property at
any time, and in its sole discretion, in writing.
3. TERM. Except as provided in Section 4, the term of this license will begin on July 15,
2024 and end on July 15, 2029. 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
without cause, upon written 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
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 under this
Section.
D. Upon termination, LICENSEE will remove all personal property and
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improvements from Property within five days. Property will be left in a
clean and orderly fashion.
5. CONDEMNATION. If all or part of Property is acquired by eminent domain 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.
6. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that
CITY is a public entity and that Property was previously acquired by CITY for a public
purpose. LICENSEE further acknowledges that any rights acquired under this 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.
7. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to
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 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 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. 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.
10.ASSIGNMENT. LICENSEE will not be permitted to assign this License or any
interest therein.
11. INDEMNIFICATION..
A. LICENSEE will hold CITY harmless and free from any and all liability
arising out of this License, or'its performance, including, without limitation,
any loss, damage, or theft to LICENSEE's shed or other personal property
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authorized to be temporarily located in the Property pursuant to this
License. Should CITY be named in any suit, or should any claim be
against it, by suit or otherwise, whether the same be groundless or not,
arising out of this License, or its performance, pursuant to this License,
LICENSEE will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify it for any judgment 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. 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 that if 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 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
LICENSEE pursuant to this License, including but not limited to the
provisions concerning indemnification.
12.INSURANCE,
A. Before commencing performance under this 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:
Commercial general liability:
Workers compensation
* -6 w
EIMMEEM
Statutory limits
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
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policies must 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," basis and will not be cancelable
except upon thirty (30) days prior written notice to CITY except for
nonpayment of premiums which may be cancelable upon 10 day notice.
C. LICENSEE will furnish to CITY duly authenticated Certificates of
Insurance and Endorsements evidencing maintenance of the insurance
required under this License 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." Certificate(s)
must reflect that the insurer will provide 30 day notice of any cancellation
of coverage. CONTRACTOR will require its insurer to modify such
certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, and to
delete the word "endeavor" with regard to any notice provisions.
D. Should LICENSEE, for any reason, fail to obtain and maintain the
insurance required by this License, CITY may obtain such coverage at
LICENSEE's expense and charge the cost of such insurance to
LICENSEE under this License or terminate pursuant to Section 4.
13.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 that fact as between CITY and
LICENSEE.
14. 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 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.
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16. 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 public will have unrestricted access upon Property for all lawful acts.
17. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession
of all or substantially all of the assets of LICENSEE, or a general assignment by the
LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE
under any insolvency or bankruptcy action, will constitute a breach of this License by
LICENSEE, and in such event said License will automatically cease and terminate.
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 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:
El Segundo Little League
PO Box 112 No. 200
El Segundo, CA 90245
Attention: Jamin Griffiths,
Board President
Phone: 818-693-2219
Email: president@elsegundolittleleague.org
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Rachel Cummings,
Recreation Supervisor
Phone: (310) 524-2700
Email: rummings@elsegundo.org
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.
19.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, 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
20. 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 for any action
involving this License will be in Los Angeles County.
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21. 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 by the holding.
22. ENTIRE AGREEMENT. This instrument and 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 not expressly set forth in this instrument are void.
23. 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.
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 License
and to engage in the actions described herein. This License may be modified by written
agreement. CITY's city manager, or designee, may execute any such amendment on
behalf of CITY.
25. COUNTERPARTS. This License may be executed in any number or counterparts,
each of which will be an original, but all of which together will constitute one instrument
executed on the same date.
[SIGNATURES ON FOLLOWING PAGE]
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Agreement No. 7003
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CI FELSE tJ O
Darrell George,
City Manager
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSIEY, CITY ATTORNEY
Joaquin-7„azque, Deputy City Attorney
L-tV 1
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EI Se4dhdo Little League
Taxpayer ID No. 95-3666054
Agreement No. 7003
EXHIBIT "A"
Placement of two sheds 120 square feet or smaller at site on map marked with a RED
SQUARE
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