CONTRACT 4460 License AgreementAgreement No. 4460
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
THE CONSOLIDATED FIRE PROTECTION DISTRICT
OF LOS ANGELES COUNTY
THIS LICENSE is made and executed this 22nd day of octaber , 2013, between
the CITY OF EL SEGUNDO, a municipal corporation ( "CITY "), and the CONSOLIDATED
FIRE PROTECTION DISTRICT OF LOS ANGELES COUNTY ( "COUNTY "), a special
district of the state of California.
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses COUNTY to use, on the
terms and conditions in this License, real property located at 105 Vista del Mar, El Segundo, CA
90245 ( "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. COUNTY may use the Property for the purposes of providing lifeguard services
in accordance with applicable law and current and any future, separate, agreement
with Chevron U.S.A Such uses may include:
Using the Property as a training facility and restroom facility for
COUNTY staff including, without limitation, Junior Lifeguard Instructors
(seasonally);
ii. Using the side storage room on the Property for Junior Lifeguard
equipment;
iii. Storing lifeguard vehicles, training equipment, EMT supplies, beach
rescue equipment, tower supplies, and other, similarly related, equipment;
iv.. Using the Property as a secondary lifeguard " look out" station and
administrative site for lifeguard operations; and
V. COUNTY staff may include, without limitation, an Area Captain and
Ocean Lifeguard Specialist and other staff as needed, who are engaged by
COUNTY to provide lifeguard services and other staff as needed.
vi. The CITY is responsible for all Property maintenance and repair.
COUNTY is responsible for custodial services for the restricted areas of
the Property as defined in Section 17 hereinbelow. CITY is responsible
for all other custodial services for the Property. For maintenance and
repairs, the COUNTY must contact CITY by email or phone call to the
El Segundo Public Works Department.
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Agreement No. 4460
vii. Upon one year (1 year) notice, CITY may change, amend, or terminate
COUNTY's use of Property in its sole discretion, in writing.
3. TERM. The term of this license will begin when executed by COUNTY and end on April
30, 2033. It is the intent of the parties that the COUNTY will have use of the Property so long as
the COUNTY is providing lifeguard services within the CITY and surrounding beach areas.
Upon mutual written agreement between the parties, this License may be renewed for additional
time. This License may also be amended at any time by mutual written agreement of the CITY
and the COUNTY.
4. TERMINATION.
A. As stated above, CITY may terminate this License at any time with or without
cause, upon giving COUNTY one year (1 year) written notification. Termination
will be effective upon notification, unless CITY specifies otherwise.
COUNTY may terminate this License at any time in writing at least five (5) days
before the effective termination date.
B. By executing this document, COUNTY waives any and all claims for damages
that might otherwise arise from CITY's termination under this Section.
C. Upon termination, COUNTY will remove all personal property and improvements
from Property within thirty (30) days of the effective termination date. Property
will be left in a clean and orderly fashion with ordinary wear and tear excepted.
5. COMPENSATION. In exchange for the use of the facilities at Property, COUNTY agrees
to pay CITY a sum of one dollar ($1) for the term of this License.
6. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in
lieu thereof, COUNTY 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 COUNTY's
improvements.
7. RELOCATION BENEFITS. COUNTY acknowledges that it has been informed that CITY
is a public entity and that Property was previously acquired by CITY for a public purpose.
COUNTY 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. COUNTY 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. COUNTY will not make, or cause to be made, any alterations to
Property, or any part thereof, without CITY's prior written consent.
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Agreement No. 4460
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 Property in violation of
any law or regulation. COUNTY 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. COUNTY 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. COUNTY will not place any sign upon Property without CITY's prior written
consent. COUNTY will pay for all costs of any approved signage and comply with all
applicable sign codes and ordinances.
11. ASSIGNMENT. COUNTY will not be permitted to assign this License or any interest
therein.
12. MUTUAL INDEMNIFICATION.
A. Except as otherwise provided, COUNTY agrees to hold harmless, defend, and
indemnify CITY, its officers, employees, agents, representatives, and successors -
in- interest against any and all loss, damage, cost, or expenses which CITY, its
officers, employees, agents, representatives, and successors -in- interest may incur
or be required to pay by reason of any injury or .property damage caused or
incurred by COUNTY, its employees, or agents in the performance of this
Agreement. Likewise CITY agrees to hold harmless, defend, and indemnify the
COUNTY, its officers, employees, agents, representatives, and successors -in-
interest against any and all loss, damage, cost or expenses which COUNTY, its
officers, employees, agents, representatives, and successors -in- interest may incur
or be required to pay by reason of any injury or property damage caused or
incurred by CITY, its employees, subcontractors, or agents in the performance of
this Agreement.
B. It is expressly understood and agreed that this Section will survive termination of
this Agreement.
13. DISPUTE RESOLUTION. Any dispute arising between CITY and COUNTY regarding
this Agreement will first attempted to be resolved through mediation between the respective
project managers for each party and/or their respective departmental heads.
14. COMPLIANCE WITH LAW. COUNTY 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 COUNTY's use of Property and will faithfully observe all
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Agreement No. 4460
applicable laws. The judgment of any court of competent jurisdiction, or the admission of
COUNTY in any action or proceeding against COUNTY, whether CITY be a parry thereto or
not, that COUNTY has violated any such ordinance or statute in the use of Property will be
conclusive of that fact as between CITY and COUNTY.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will
constitute a breach of this License by COUNTY, 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
COUNTY. Except for areas restricted because of safety concerns, CITY and the general public
will have unrestricted access upon Property for all lawful acts. Restricted areas include the
operational observation area, personnel locker room, side storage room, and garage area.
18. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all
or substantially all of the assets of COUNTY, or a general assignment by the COUNTY for the
benefit of creditors, or any action taken or offered by COUNTY under any insolvency or
bankruptcy action, will constitute a breach of this License by COUNTY, 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 COUNTY at:
Chief, Lifeguard Division
2300 Ocean Front Walk
Venice, CA 90291
or to CITY at:
Director of Public Works
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.
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Agreement No. 4460
20. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements
ancillary to this License and related documents to be entered into in connection with this License
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 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.
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 COUNTY respecting Property, the use of Property by COUNTY,
and the specified License term, and correctly sets forth the obligations of CITY and COUNTY.
Any agreement or representations respecting Property or its licensing by CITY to COUNTY not
expressly set forth in this instrument are void.
24. 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.
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 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.
26. 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.
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Agreement No. 4460
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
ATTEST:
By .�
TRACY WjaVER
City Clerk
APPROVED AS TO FORM:
MARK D.
City Attog
M
Asistank City
APPROVED AS TO FORM:
JOHN KRATTLI
County Counsel
By
Deputy
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