Loading...
CONTRACT 4152 License AgreementW - Sig :v LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND SAM HEPWORTH THIS LICENSE is made and executed this 15f day of May, 2011, between the CITY OF EL SEGUNDO, a municipal corporation ( "CITY "), and SAM HEPWORTH ( "VOLUNTEER "). 1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses VOLUNTEER to use, on the terms and conditions in this License, a portion of the real property located within CITY's property described as George E. Gordon Clubhouse at 300 E. Pine Ave. ( "Property "). The exact location of the Property is depicted on the map attached as Exhibit 'A" and incorporated by reference. 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 maintain property only. 2. USE OF PROPERTY. A. VOLUNTEER may enter the Property for the purpose of improving and maintaining the Property to benefit the community. Permitted activities include planting and maintaining approved landscaping and related uses (collectively, "Eagle Scout Project "). B. CITY may change, amend, or terminate VOLUNTEER's use of the Property at any time and in its sole discretion verbally or in writing. 3. VOLUNTEER RESPONSIBILITIES. In return for CITY's permission to use the Property for the Project, VOLUNTEER agrees that its volunteers will sign the Waiver Form attached as Exhibit "B" before such persons enter onto the Property. Waiver Forms must be submitted to CITY before work commences on the Property. In addition, VOLUNTEER must submit landscaping plans to CITY for approval and maintain the Property in a manner that does not impair pedestrian traffic. CITY may inspect the Property at any time and remove any landscaping, or take an appropriate action, to protect public health and safety. VOLUNTEER understands and agree that it will not have any recourse for damages that may be sustained because of CITY's actions. 4. TERM. Except as provided in Section 5, the term of this License will be for one (1) year. Unless otherwise terminated, this License will renew on an annual basis upon its anniversary date. 5. 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. Page 1 of 5 B. VOLUNTEER may terminate this Agreement at any time in writing at least thirty (30) days before the effective termination date. C. By executing this document, VOLUNTEER waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 6. ALTERATIONS. VOLUNTEER will not make or cause to be made, any alterations to the property, or any part thereof, without CITY's prior written consent. 7. SIGNS. VOLUNTEER will not place any sign upon the property without CITY's prior written consent. VOLUNTEER will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. 8. ASSIGNMENT. VOLUNTEER will not be permitted to assign this License or any interest therein. 9. INDEMNIFICATION. A. VOLUNTEER will hold CITY harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. 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, VOLUNTEER 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. VOLUNTEER 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 VOLUNTEER as required by Section 10 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 VOLUNTEER pursuant to this Agreement, including but not limited to the Page 2 of 5 f 1 52 - j, of r provisions concerning indemnification. 10. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, VOLUNTEER 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 Limits (combined single) Commercial general liability: $1,000,000 Workers' compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO -CGL Form. 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 "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. VOLUNTEER 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." 11. COMPLIANCE WITH LAW. VOLUNTEER 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 VOLUNTEER in any action or proceeding against VOLUNTEER, whether CITY be a party thereto or not, that VOLUNTEER has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between CITY and VOLUNTEER. 12. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by VOLUNTEER, and in such event said License will automatically cease and terminate. Page 3 of 5 13. 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. 14. ENTRY BY CITY AND PUBLIC, This License does not convey any property interest to VOLUNTEER. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon the Property for all lawful acts. 15. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of VOLUNTEER, or a general assignment by the VOLUNTEER for the benefit of creditors, or any action taken or offered by VOLUNTEER under any insolvency or bankruptcy action, will constitute a breach of this License by VOLUNTEER, and in such event said License will automatically cease and terminate. 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: City of El Segundo 350 Main St. 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. 16.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. 17. 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 Ventura County. 18. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and VOLUNTEER respecting the Property, the use of the Property by VOLUNTEER, and the specified License term, and correctly sets forth the obligations of CITY and VOLUNTEER. Any agreement or representations respecting the Property or its licensing by CITY to VOLUNTEER not expressly set forth in this instrument are void. Page 4 of 5 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. 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 SEGUNDO a general law city and municipal corporation. Doug Willmore, City Manager ATTEST: Print Name I agree, on behalf of myself and my minor child, Sam Hepworth, to all of esn, ,� �� ;�� the proaIsions of this agreement set set forth above. Clerks APPROVED AS TO FORM: Mark D. Hensley, City Attorney In Karl H. Berger, Assistant City Attorney Page 5 of 5 0 41 5 2 . e9 &&%* 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. 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 yearfirst hereinabove written. CITY OF EL SEGUNDO a general law city and municipal corporation. Doug Willmore, City Manager ATTEST: Cindy Mortesen, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney By: Karl H. Berger, Assistant City Attorney A roe- Sam Hepworth, Volunteer Volunteer a Par Gum dian tN A JjCEk6n9M print Pane I agree, on behalf of myself and my minor child, Sam Hepwatth, to all of the dons of this agreement set set forth above. A MN . f 1 sal In consideration of being permitted to participate in SAM HEPWORTH'S EAGLE SCOUT Project ( "Project"), and all activities associated with such participation, I agree to the following: 1. 1 agree and represent that I have inspected, or immediately upon entering the public property will inspect, the premises and facilities. My entry onto the public property for all purposes associated with the Project, including, without limitation, participation or use of any facilities or equipment, constitutes an acknowledgment that such premises and all facilities and equipment were inspected and that I find and accept them as being safe and reasonably suited for the purposes of my participation in this Program. 2. 1 release, waive, discharge, and covenant on behalf of myself not to sue the City of El Segundo, its elected and appointed officials, agents, volunteers, and employees ( "Releasees') from all liability to me for any loss or damage, and any claim or demands on account of personal or property injury or because of my, whether caused by Releasees' negligence or otherwise, while I participate in the Program. 3. 1 agree to indemnify and hold the Releasees harmless from and against any and all claims arising from my, or my child's, participation in the Program, whether caused by Releasees' negligence or otherwise. I will pay all costs incident to any claim, including, without limitation, attomeys' fees. 4. 1 expressly agree that the foregoing 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 shall, notwithstanding, continue in full legal force and effect. I have read and voluntarily sign the release and waiver of liability and indemnity agreement, and further agree that no oral representations, statements, or inducement apart from the foregoing written agreement have been made. Date: q bit[ I I ' ig All ure Name: '�A6rt Age; Address: Phone #: 110' q ku-c� &a,001-L- - V'olmateer s P /Guardian Print game ... I agree, on bebaff of myself any my minor child, Sam Hepworth, to all of the provisions of the waiver set forth above.