CONTRACT 3634 License Agreement CLOSED3634
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
CITY OF MANHATTAN BEACH
THIS LICENSE is made and executed this _,� day of August, 2006, between the CITY
OF EL SEGUNDO, a municipal corporation ( "CITY "), and the CITY OF MANHATTAN
BEACH, a municipal corporation ( "MANHATTAN BEACH ").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses MANHATTAN BEACH to
use, on the terms and conditions in this License, Constitution Park ( "Course ") located at 800
Washington Street, between the intersections of Maple Street and Sycamore Street. 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. MANHATTAN BEACH may temporarily use the Course for the purposes of law
enforcement training.
B. MANHATTAN BEACH understands and agrees that personnel using the Course
must provide their own equipment, that MANHATTAN BEACH must provide its
own Supervisor, and that CITY will not provide any materials or specialists.
Further, MANHATTAN BEACH understands and agrees that upon termination of
this License, the Course, and all of its appurtenances, equipment, and fixtures,
must be in the same or better condition as upon the commencement of this
License.
C. CITY may change, amend, or terminate MANHATTAN BEACH'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 begin on August T —,
2006 and end on August_, 2007. 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 Agreement at any time with or without
cause, upon written or verbal notification. Termination will be effective upon
notification, unless CITY specifies otherwise.
B. MANHATTAN BEACH may terminate this Agreement at any time in writing at
least five (5) days before the effective termination date.
C. By executing this document, MANHATTAN BEACH waives any and all claims
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for damages that might otherwise arise from CITY's termination under this
Section.
D. Upon termination, MANHATTAN BEACH must remove all personal property
and improvements from the Property within two (2) days. The Course will be left
in a clean and orderly fashion.
5. COMPENSATION. In consideration of CITY and MANHATTAN BEACH's ongoing
relationship as public entities, and to promote effective law enforcement, CITY will not charge
MANHATTAN BEACH for using the Course. CITY does not, however, waive any claims for
damages it may have against MANHATTAN BEACH in the event that MANHATTAN
BEACH's use of the Course results in damage to public property.
6. ALTERATIONS. MANHATTAN BEACH will not make, or cause to be made, any
alterations to the Course, or any part thereof, without CITY's prior written consent.
7. ASSIGNMENT. MANHATTAN BEACH will not be permitted to assign this License or
any interest therein.
8. INDEMNIFICATION.
A. MANHATTAN BEACH 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 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, MANHATTAN BEACH 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. MANHATTAN BEACH 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 Agreement.
E. The requirements as to the types and limits of insurance coverage to be
maintained by MANHATTAN BEACH as required by Section 9 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
MANHATTAN BEACH pursuant to this Agreement, including but not limited to
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3634
the provisions concerning indemnification.
9. INSURANCE.
A. CITY understands and acknowledges that MANHATTAN BEACH is a member
of the Independent Cities Risk Management Association, pursuant to a joint
powers agreement, and the limits of liability under that agreement is $10,000,000.
MANHATTAN BEACH is obligated to pay the first $500,000 of any claim.
B. MANHATTAN BEACH agrees to name CITY as additionally insured on said
insurance policy or policies and will provide a certificate or certificates of
insurance as proof of coverage with a written "Notification of Cancellation"
period of not less than thirty (30) days. MANHATTAN BEACH 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.
10. COMPLIANCE WITH LAW. MANHATTAN BEACH 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 judgment of any court of competent jurisdiction, or the
admission of MANHATTAN BEACH in any action or proceeding against MANHATTAN
BEACH, whether CITY be a party thereto or not, that MANHATTAN BEACH has violated any
such ordinance or statute in the use of the Property will be conclusive of that fact as between
CITY and MANHATTAN BEACH.
11. BREACH OF AGREEMENT. The violation of any of the provisions of this License will
constitute a breach of this License by MANHATTAN BEACH, and in such event said License
will automatically cease and terminate.
12. 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.
13. ENTRY BY CITY. This License does not convey any property interest to MANHATTAN
BEACH. Except for areas restricted because of safety concerns, CITY will have unrestricted
access upon the Course for all lawful acts.
14. 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 to MANHATTAN BEACH at:
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or to CITY at:
Police Chief
City of El Segundo
350 Main Street
El Segundo, CA 90245
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
15. 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 party is delivered by facsimile
transmission. Such facsimile signature will be treated in all respects as having the same effect as
an original signature.
16. 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.
17. 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.
18. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole
agreement between CITY and MANHATTAN BEACH respecting the Course, the use of the
Course by MANHATTAN BEACH, and the specified License term, and correctly sets forth the
obligations of CITY and MANHATTAN BEACH. Any agreement or representations respecting
the Property or its licensing by CITY to MANHATTAN BEACH not expressly set forth in this
instrument are void.
19. 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.
20. 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.
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21. COUNTERPARTS. This Agreement 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL
a municipal 9
Jeff
City
ATTEST:
a;!4� �� .
Cindy M esen,
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, Cit orney
By
Karl H. Berger,
Assistant City Attorney
CITY OF MANHATTAN BEACH,
a municipal corporati n.
City Mana
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APPROVED A F
By - ��p
City Attorney
3634
ICRMAINDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
a Joint Powers Authority
3760 KILROY AIRPORT WAY, SUITE 360
LONG BEACH, CA 90806
(562) 508 -4400 - Fax (562) 508 -4399
LIABILITY CERTIFICATE OF COVERAGE and
ADDITIONAL COVERED ENTITY ENDORSEMENT
CERTIFICATE NUMBER: 2006 432
CERTIFICATE HOLDER
ATTN
MEMBER and /or
COVERED INDIVIDUALS:
City of El Segundo
Chief of Police
350 Main Street
El Segundo, CA 90245
City of Manhattan Beach
DESCRIPTION OF COVERED ACTIVITY:
as respect use of the City of El Segundo Police Academy Trainee Course, Certificate Holder
is included as an Additional Covered Entity with regard to any negligent acts or omissions of
the Member and /or Covered Individuals, its officials, officers, employees, and volunteers.
MEMO POLICY NUMBER: ICAPL1014 EFFECTIVE DATE: 7/1/2006
EXPIRATION DATE: 6/30/2007
Self- Insured Retention: $ 500,000
Limits: $ 10,000,000
(per occurrence)
THE FOLLOWING COVERAGE IS IN EFFECT:
General and automobile liability as defined in the master memorandum of liability coverage on file with the member and /or
covered individuals named above.
This is to certify that the coverage listed above has been issued to the Member and /or Covered Individuals named above for the
policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to
which this certificate may be issued or may pertain. The coverage afforded as described herein is subject to all the terms,
exclusions, and conditions of the master memorandum of liability coverage of the Independent Cities Risk Management
Authority which is available for your review upon request.
Pursuant to the definition of "Member and /or Covered Individuals" in the master memorandum of liability coverage, the
certificate holder named above is an additional covered entity for covered claims arising out of the covered activity stated above
and is subject to the limits stated above.
Coverage is in effect as stated above and will not be canceled, limited, or allowed to expire except upon 30 -days written notice
to the certificate holder.
Date: 8/8/2006 �-
Renewal: No General Manager: rye, or.
If dF