CONTRACT 4820 License Agreement CLOSEDAgreement No. 4820
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
SOUTH BAY YOUTH SPORTS
THIS LICENSE is made and executed this 1 st day of March, 2015, between the CITY
OF EL SEGUNDO, a municipal corporation ( "CITY "), and SOUTH BAY YOUTH SPORTS, a
California non - profit corporation ( "LICENSEE ").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the
terms and conditions in this License, real property located at Campus El Segundo Athletic Fields
located at 2201 E. Mariposa and Richmond Field located at the corner of Mariposa Avenue and
Virginia Street ( "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. LICENSEE may temporarily use the Property for the purpose of operating youth
programs.
B. CITY may change, amend, or terminate LICENSEE's use of Property at any time,
and in its sole discretion, verbally or in writing. The CITY may offer other
athletic fields to be utilized if mutually agreed upon by both parties.
3. TERM. Except as provided in Section 4, the term of this license will begin on March 1,
2015 and end on March 1, 2018. 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 License at any time with or without
cause, upon written or verbal notification. Termination will be effective upon
notification, unless CITY specifies otherwise.
B. LICENSEE may terminate this License at any time in writing at least five (5) days
before the effective termination date.
C. By executing this document, LICENSEE waives any and all claims for damages
that might otherwise arise from CITY's termination under this Section.
D. Upon termination, LICENSEE will remove all personal property and
improvements from Property within two (2) days. Property will be left in a clean
and orderly fashion.
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Agreement No. 4820
5. COMPENSATION. In exchange for the use of the facilities at Property, LICENSEE agrees
to pay CITY in an amount set forth in the attached Exhibit "B," which is incorporated by
reference for the term of this License.
6. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in
lieu thereof, LICENSEE 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 LICENSEE's
improvements.
7. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that
CITY is a public entity and that Property was previously acquired by CITY for a public purpose.
LICENSEE 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. LICENSEE 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. LICENSEE will not make, or cause to be made, any alterations to
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 Property in violation of
any law or regulation. LICENSEE 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. LICENSEE 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. LICENSEE will not place any sign upon Property without CITY's prior written
consent. LICENSEE will pay for all costs of any approved signage and comply with all
applicable sign codes and ordinances.
11. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest
therein.
12. INDEMNIFICATION.
A. LICENSEE will hold CITY harmless and free from any and all liability
arising out of this License, 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 License, or its
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Agreement No. 4820
performance, pursuant to this License, LICENSEE 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. LICENSEE 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 License.
E. The requirements as to the types and limits of insurance coverage to be
maintained by LICENSEE 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 LICENSEE pursuant
to this License, including but not limited to the provisions concerning
indemnification.
13. INSURANCE.
A. Before commencing performance under this License, and at all other times this
License is effective, LICENSEE will procure and maintain the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth
below:
t oe of dr�syrance
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 the
most current ISO Forms. 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 must 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 except for
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Agreement No. 4820
nonpayment of premiums which may be cancelable upon ten (10) day notice.
C, LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and
Endorsements evidencing maintenance of the insurance required under this
License 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:VIL" 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.
D. Should LICENSEE, for any reason, fail to obtain and maintain the insurance
required by this License, CITY may obtain such coverage at LICENSEE's
expense and charge the cost of such insurance to LICENSEE under this License
or terminate pursuant to Section 4.
14. COMPLIANCE WITH LAW. LICENSEE 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 Property and will faithfully observe in the use of Property all
applicable laws. The judgment of any court of competent jurisdiction, or the admission of
LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or
not, that LICENSEE has violated any such ordinance or statute in the use of Property will be
conclusive of that fact as between CITY and LICENSEE.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will
constitute a breach of this License by LICENSEE, 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
LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public
will have unrestricted access upon 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 LICENSEE, or a general assignment by the LICENSEE for
the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or
bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said
License will automatically cease and terminate.
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Agreement No. 4820
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 LICENSEE at:
SOUTH BAY YO '1 "11 SPORTS
`VI
or to CITY at:
Department of Recreation & Parks
Attn. Jesse Bobbett
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 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 LICENSEE respecting Property, the use of Property by
LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and
LICENSEE. Any agreement or representations respecting Property or its licensing by CITY to
LICENSEE 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.
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Feb 25 2015 4:18PM J&H Partners
Agreement No. 4820 P • 1
25. AUTHOR ITY /M DI[VICATii MN. The Parties represent and warrant that all necessary
action has ben 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 'anager, 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinal'ove written.
ATTEST;
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Trac �ed oiwle r,
Cit� Cler `, —,
APPROVED AS TO FORM:
MARK D. t N LEY, City Attorney
By: � I 1:'
David H. King, !yty City
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Taxpayer ID No. 24 -- / 3 6g 7 b
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Agreement No. 4820
Exhibit A
Scope of Services
LICENSEE agrees to provide the following services:
1. Certified and/or trained staff to operate youth and adult sports programs.
CITY agrees that LICENSEE may utilize the approved fields and facilities based on the City's
Athletic Field/Facility Use and Allocation Policy.
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Exhibit B
Fee Schedule
Per Player Fee
Agreement No. 4820
Youth Sports Advisory Committee Organizations are required to pay a per player fee of $10 for
a resident and $30 for a non - resident as mandated by City Council in May 2014. Rules for the
per player fee and these organizations are as follows:
1.) The per player fee applies to all players and teams that practice or play on City of El
Segundo fields during regular season practices and games.
2.) If a portion of the league does not utilize a City of El Segundo field, they are not required
to pay the fee for those players that do not use the field during the regular season.
3.) If a league has teams that come from outside the City to participate in regular season
games, then these leagues must either:
a. Pay the per player Fee for all teams (Resident and Non - Resident) in their respective
organization that utilize City fields.
or
b. Pay the per player fee for Resident teams that utilize City fields and in addition pay
these per hour rates:
El Segundo Team vs. Non - Resident Team pay % ES Non -Profit Field Rate per hour
Non - Resident Team vs. Non - Resident Team pay full ES Non - Profit Field Rate per
hour
The deadline for payment of this fee to the Recreation and Parks Department is 2 weeks
after the start of that organization's primary season. Refunds for the per player fee will not
be issued once the fee is paid to the City of El Segundo, but an organization can rollover any
unused fee to the next primary season due to player withdrawal upon providing proof to the
City that said player was withdrawn and refunded their league fee. All payments can be made
by cash, check, or money order to the Recreation and Parks Department for reservations made
throughout the season.
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