CONTRACT 3189 License Agreement CLOSED3189.
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
WEST COAST BASEBALL
THIS LICENSE is made and executed this 6th day of June 2003, between the CITY OF
EL SEGUNDO, a municipal corporation ( "CITY "), and WEST COAST BASEBALL, a
California Corporation ( "WEST COAST ").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses WEST COAST to use, on
the terms and conditions in this License, George Brett Field and the Softball Field 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. WEST COAST may temporarily use George Brett Field and the Softball Field
located within Recreation Park for the purposes of conducting a youth baseball
school providing instruction and training in baseball fundamentals.
3. TERM. Except as provided in Section 4, the term of this license will begin on August 25,
2003 and end on August 29, 2003 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. WEST COAST may terminate this Agreement at any time in writing at least five
(5) days before the effective termination date.
C. By executing this document, WEST COAST waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
D. Upon termination, WEST COAST 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.
5. COMPENSATION. In exchange for the use of the facilities at Recreation Park, WEST
COAST agrees to pay CITY a sum of one - thousand ($1,000.00) dollars. The total amount will
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be submitted to the City Clerk's office in the form of a cashier's check endorsed to the "City of
El Segundo" within twenty -four (24) hours of execution of this agreement. During the term of
this agreement, WEST COAST agrees also to provide free weekly access to its batting cage
facility, located at 430 W. Grand Avenue, El Segundo to all persons enrolled in CITY'S
"Summer Adventure Camp" program during specified program activity.
6. CONDEMNATION. If all or part of the Property is acquired by eminent domain or
purchase in lieu thereof, WEST COAST 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 WEST COAST's improvements.
7. RELOCATION BENEFITS. WEST COAST 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. WEST COAST 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. WEST COAST 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. WEST COAST 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. WEST COAST 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. WEST COAST 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. WEST COAST will not place any sign upon the property without CITY's prior
written consent. WEST COAST will pay for all costs of any approved signage and comply with
all applicable sign codes and ordinances.
11. ASSIGNMENT. WEST COAST will not be permitted to assign this License or any interest
therein.
12. INDEMNIFICATION.
A. WEST COAST 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
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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, WEST COAST 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. WEST COAST 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 WEST COAST 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 WEST COAST
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, WEST COAST 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 coverage. Liability policies will 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
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"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.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, or similar form for WEST COAST owned Autos
D. WEST COAST 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 WEST COAST, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at WEST COAST's
expense and charge the cost of such insurance to WEST COAST under this
Agreement or terminate pursuant to Section 4.
14. COMPLIANCE WITH LAW. WEST COAST 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 WEST COAST in any action or proceeding against WEST COAST, whether CITY
be a party thereto or not, that WEST COAST has violated any such ordinance or statute in the
use of the Property will be conclusive of that fact as between CITY and WEST COAST.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will
constitute a breach of this License by WEST COAST, 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
WEST COAST. Except for areas restricted because of safety concerns, CITY and the general
public will have unrestricted access upon the Property for all lawful acts.
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18. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all
or substantially all of the assets of WEST COAST, or a general assignment by the WEST
COAST for the benefit of creditors, or any action taken or offered by WEST COAST under any
insolvency or bankruptcy action, will constitute a breach of this License by WEST COAST, 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 WEST COAST at:
Jimmy Lewis
West Coast Baseball
430 E. Grand Avenue
El Segundo, CA 90245
or to CITY at:
Jeff Stewart, Interim 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 WEST COAST respecting the Property, the use of the Property by
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WEST COAST, and the specified License term, and correctly sets forth the obligations of CITY
and WEST COAST. Any agreement or representations respecting the Property or its licensing
by CITY to WEST COAST not expressly set forth in this instrument are void.
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 ci and municipal corporation.
M Str
City Manager UU /
ATTEST:
2b~*,SZq)
Cindy NTortesen,
City Clerk
APPROVED
Mark D. He y y y rn
By: °
arl H. Berge ,
Assistant C' ttorney
West Coast Baseball,
a Califg;nia Corporation.
Taxpayer ID No. 77- 0448660
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