CONTRACT 3319 License Agreement CLOSEDLICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
SKYHAWKS SPORTS ACADEMY
THIS LICENSE is made and executed this _ day of O1 A" , 2004, between
the CITY OF EL SEGUNDO, a municipal corporation (`CITY "), and SKYHAWKS SPORTS
ACADEMY, a Washington Corporation ( "SKYHAWKS ").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses SKYHAWKS to use, on the
terms and conditions in this License, George Brett Field, Stevenson Field, Softball Field and
basketball courts, located within Recreation Park, 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. SKYHAWKS may temporarily use George Brett Field, Stevenson Field, Softball
Field and basketball courts, located within Recreation Park for the purposes of
conducting youth camps providing instruction and training in basketball, soccer,
"multi- sport" and "Jr. Hawk" fundamentals.
B. CITY may change, amend, or terminate SKYHAWKS'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 June 28, 2004
and end on August 20, 2004. 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. SKYHAWKS may terminate this Agreement at any time in writing at least five
(5) days before the effective termination date.
C. By executing this document, SKYHAWKS waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
D. Upon termination, SKYHAWKS will remove all personal property and
improvements from the Property within two (2) days. The Property will be left in
a clean and orderly fashion.
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5. COMPENSATION. CITY agrees to pay SKYHAWKS the sum of seventy percent (70 %)
of all revenue generated for the performance of services contract through this Agreement.
6. CONDEMNATION. If all or part of the Property is acquired by eminent domain or
purchase in lieu thereof, SKYHAWKS acknowledges that it will have no claim to any
compensation awarded for the taking of the Property or any portion thereof or for loss of or
damage to SKYHAWKS improvements.
7. RELOCATION BENEFITS. SKYHAWKS acknowledges that it has been informed that
CITY is a public entity and that the Property has previously been acquired by CITY for a public
purpose. SKYHAWKS further acknowledges that any rights acquired under this License arose
after the date of acquisition of the Property and that said rights are subject to termination when
the Property is needed by CITY. SKYHAWKS 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. SKYHAWKS will not make, or cause to be made, any alterations to the
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 the Property in
violation of any law or regulation. SKYHAWKS agrees that it will not use, generate, store or
dispose of any Hazardous Material (as defined below) on, under, about or within the Property in
violation of any law or regulation. SKYHAWKS 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. SKYHAWKS will not place any sign upon the property without CITY's prior
written consent. SKYHAWKS will pay for all costs of any approved signage and comply with
all applicable sign codes and ordinances.
11. ASSIGNMENT. SKYHAWKS will not be permitted to assign this License or any interest
therein.
12. INDEMNIFICATION.
A. SKYHAWKS 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, SKYHAWKS will defend CITY (at CITY's request and with
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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. SKYHAWKS 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 SKYHAWKS as required by Section 13 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 SKYHAWKS
pursuant to this Agreement, including but not limited to the provisions concerning
indemnification.
13. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, SKYHAWKS will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits (combined single)
$2,000,000
$1,000,000
Statutory limits
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 or 88. 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 c overage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under s aid i nsurance coverage a nd t o s tate t hat s uch i nsurance w ill b e 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
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331 9 - .
to CITY.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92, or similar form for SKYHAWKS owned Autos.
D. SKYHAWKS will furnish to CITY duly authenticated Certificates of Insurance
and Endorsements evidencing maintenance of the insurance required under this
Agreement 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 thirty (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.
E. Should SKYHAWKS, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at SKYHAWKS's
expense and charge the cost of such insurance to SKYHAWKS under this
Agreement or terminate pursuant to Section 4.
14. COMPLIANCE WITH LAW. SKYHAWKS 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 SKYHAWKS in any action or proceeding against SKYHAWKS, whether CITY be
a party thereto or not, that SKYHAWKS has violated any such ordinance or statute in the use of
the Property will be conclusive of that fact as between CITY and SKYHAWKS.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will
constitute a breach of this License by SKYHAWKS, and in such event said 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 waiver of any further 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
SKYHAWKS. Except for areas restricted because of safety concerns, CITY and the general
public will have unrestricted access upon the Property for all lawful acts.
18. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all
or substantially all of the assets of SKYHAWKS, or a general assignment by the SKYHAWKS
for the benefit of creditors, or any action taken or offered by SKYHAWKS under any insolvency
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or bankruptcy action, will constitute a breach of this License by SKYHAWKS, and in such event
said License will automatically cease and terminate.
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 to SKYHAWKS at:
SkyHawks Sports Academy
P.O. Box 18529
Spokane, WA 99228
or to CITY at:
Stacia Mancini, Director
Director of Recreation and Parks
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.
20. 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.
21. 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.
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 by the holding.
23. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole
agreement between CITY and SKYHAWKS respecting the Property, the use of the Property by
SKYHAWKS, and the specified License term, and correctly sets forth the obligations of CITY
and SKYHAWKS. Any agreement or representations respecting the Property or its licensing by
CITY to SKYHAWKS not expressly set forth in this instrument are void.
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24. 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.
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 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.
26. 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 SEGUNDO
a general law city and municipal corporation
M y tr ,
City Ma ger
ATTEST:
Cindy Mortesen,
City Clerk
Mark D. ,^ t tt ney ,
By:
Karl H. Berger,
Assistant City Atto y
SKYHAWKS SPORTS ACADEMY
a Washington Corporation.
ry
C'* /ttJ 3T (LES
Taxpayer ID No. 77- 0448660
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