CONTRACT 4240 CLOSED�.
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
LA MIRADA ARMADA
THIS LICENSE is made and executed this 15th day of February, 2012, between the
CITY OF EL SEGUNDO, a municipal corporation ("CITY"), and The La Mirada Armada, a
California nonprofit corporation ("LICENSEE").
2. USE OF PROPERTY.
A. LICENSEE may temporarily use the Property for the purposes of operated a
competitive youth swim team program.
B. CITY may change, amend, or tenninate LICENSEE's use of 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 March 1,
2012 and end on December 3 1, 2014. Upon mutual written agreement between the parties, this
License may be renewed for additional time.
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) da
before the effective termination date. i
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,
6, CONDEMNATION. If all or part of Propert) is acquired by eminent domairt or purchase in
lieu thereof LICENSEE acknowledges that it will have no clainn to a.ny CoMpensation trwarded
for the taking of Property or any portion themof ur for loss ofor damage to LICENSEE's
Improvements.
7. RELOCATION BENEFITS, 1,10-, -NNSEE aclutowledges that it has been informed that
CTIFY is as public entity artd that Property was previously acquired by CITY for as pubfic purpose.
I.JCENSEE further acknowledges thatany rights acquired under this I.Jeense arose after the date
of acquisition of Property and that said rights are subject to tetmination when Propealy is needed
by CHY, LICENSEE hereby acknowledges that al the time of" said terrnination. °t s License
by CITY', it will nat be a "displaced person" entitled to any of t. he retocation assistance or
benefits offered to displaced persons unde tat or Federal law.
8. ALTERATIONS. LICEN..'.`'EE will not Prnake., or cause to be niiadp,,any alterations to
Property, or any part thereof, without CITV's prior written consent,
9. HAZARD013VTOXIC WASTE. CITY ha3 not, nor,, to CITY' know edge, has any third
party used, generated, storced or disposed of, or permitted the use, P
Arler"Ation, storage or disposal
of'
any Hazardous Material (as defined below) or;., under, aboul. or within Property in, violation of
any law or regulation. LK "ENSEE agrec,s that it will seat use, generate, store or dispose of any
H&zardnus Material (as deiined below) on, under, about or wit . hin Property in. viol ation. of arty
law or regulietion.. LICENSEE agrees to deftnid and indemni:t ary, to the extent stated in.
Sectkm 12,,,igainst ariy and all losses, liabilities, claims or costs, arising fro.m. any breach, of Mly
w4irranty Or" agreement contained in tl�.is Section. As used in this Sectiori, "Hazardous Mlateria�"
i,neans any substance, chemical or waste that is identified as hwzardous, toxic or dangerous in ,,any
applicable federal, state or loc.al la )v or regutplion (iricluding petroleunrtind asbestais),
10. SIGNS. LICENSEE will not place any sign upon. 'Property withcmt CITY's prior written
consent, LICENSEE7 will pay- for all costs of ar.ijiy approved sig-
nage and comply with all
applicable sign codes and ordinances.
11. ASSIGNMENT. LICENSEE vvill not be permitted to assign this License or array interest
theirein,
12-, INDEMNIFICATION,
.Page 2 of 6
MIZ
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 ns will survive
going provisto
eD
termination of this License.
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.
MM-1#1!W7
Commercial general liability:
Workers compensation
OURs MMWOMMM
C. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and
Endorsements evidencing maintenance of the insurance required tinder this
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mkt 0
1,1cense and su.6 otber evidence of insuiance or copies of policies as may be
reason.ably required by CITY from tirne to time. lnsw ance rnnst be I.-)laced with
ins-urers with a currentAA1. Best Cornpan.y Rating equivalent to zit least a , R,ating
of`-'.A:V1H." Ciertificate(s) must reflect fl-tat tbe insuzer ;vill provide thirty (30) day
nofic,e. of any cancellation of coverage, CONTR AcrOR vv ill require its insurer to
modi such certificates to delete any exculpatory wording stating tbat fiailure of"
the insurer to mail written w-,6ce of cancellation. irnp(,,-)ses no obligation, and- to
delete the word "'endeavor" with regard to any notice prcwisions.
D, Should LICENSEE,f"br any, reason,, fail to obtain, and rnaintainthe insurance
required by dies License, CITY may obtain such coverage at LICENSEE's
(,xpensc and charge the cost of s uch insurance t.a.:) 1.1( 'SEA under this License
or temiffiate pursuant to Section 4,
14. COMP I.JIIANC ,, W11111i.]. LAW. LICENSEE will, at its sole cost and expense, corn ply with
all ofthe ref.pairements of gall fol state, and local authorities now infdrice, or wl uJch na-my
hereafter by in force, pertaining to Property and will fiaithfully observe in. the use of Properby allk
applit-.ablelaws. The judgment of any court of compete rat jurisdiction, or the admission.. of'
LIC,ENSEE in carry action or, proceedin,, ap- h 0
gainst LICENSEE,Whether C'ITY be a party 1, eret or
riot, that 1,10ENSEE has viola wd any such. ordinance or,,statute in the use of'Property will be
conclusive of that fact as between C11. X and [...10ENSEE.
15. BREACH OF AGREEMENT. The viol rt. on of any oft e proviMons of this 1,icense will
constitute a breach. of this License by LICENSEE, and. ire such event said License will
auto niaticallI
y cease and tiennirrate,
16. WAIVER OF Bti IKACIL Any express r irnplied waiver breach of any terrn of tbis
1,icense will not constitute a waiver of any 1.1irth, r breach of the same or other tearer of -this
License
17. ENT RY BY CITY AND PUBLIC. This 1,icense dcres not con.vey any property interest to
LICE,"NSEE. Except 1"br areas restrictul because. of sztfel y eckneenis, CITY and thl general public
will have unrestr-icted af,.,.cess uPon Property for all Jawful acts.
18. INS OLVE; NCY; RECEIVER Either the apl:xAntment of a receiver to tak.e posse here of all
or substantially all of the assets ()f LICENSEE, or a generdl assignmera by tf:w LICE1,4SSEE for
the benefit of creditors, or any acti(r)n taken or offered by LlCE214SE1-.,, antler any insolvency or
banlu-upt4.,y action, will consfitute a breach of this License by 1,10E!4SEE, an.d in such event said
License will aiatoniaticall,
,�,, cease as.--id terminate.
M NO"] ICES. F, ^,xcept as otherwise expressly provided by law, all notices or other
communications required or I.-',Wennitted by this License or by taw to be served on or given. to
eitlier party to this LictInse by the other party will be in wdfing arid. will be deerned. servedwilen
personally delivered to the party to whom they are directeid, or in lieu ofthe personal service,
PagA-, 4 of'6
4
upon deposit in the United States Mail, certified or registered rnail, retum receipt requested,
postage prepaid, addressed to LICENSEE at:
La Nfirada.Arinada
c/o Splash Aquatic Center
13806 La Mirada Blvd.,
La Mirada, CA 90638
Department of Recreation & Parks
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. ACCEFFANCE OF FACSIMILE SIGNATURES_ The Pat-ties agree that agreements
ancillarY to this License and related docurnents 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 he treated in all respects as having the swrie effect as an original
signature.
214 GOVERNING LAW. This License has been made in. and will be construed in acowdance
with the laws of the State of California and exclusive venue for any action involving this License
will be in I...os 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 provision-, of this
License will remain in effect, unimpaired by the holding.
23., ENTIRE AGREEMENT. This instrument and its Attachrnents constitute the sole
agreement between CITY and LICENSEE respecting Property, the use of Property by
LICENSEE, and the specified License terrn, 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-
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 4 ny 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 hereinabove written.
Intent h City ® - anage"
ATTEST.
/le 1. ...
i � Clerk
Richard Shipherd,
Executive Director, La Mirada Armada
Taxpayer ID No. 95- 4758094
Page 6 of 6
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FORMN
Scope of Services
LICENSEE agrees to provide the following servi ces at CIT'Y's Urho Saari 'plungeW
I, Certified and Trained Coaching for all levels and, ablififies of swillinler;
2. During the first year, LICENSEE will include at least two coaches,;
3. Maintain as coach to swinirner ratio of not more than 30:1 it) the following
seasons.
CITY agrees that LICENSEE may utilize the following workoUL schedule:
Slw)ririg 2012 Only (March - May)
M and ay[Wednesday 6:30-8:30 in
Tuesdayfrhursday/Friday 6:00-7:0�Opin (April 16-May 25)
Tuesdayfrhursday/Fri day 5:00-7:00: pra
Saturday 6:00-8:00 am
Year-Round (beginning May 29, 2012)
* Monday -Thursday 6-8 prn
* Friday 5-7pni
0, Saturday 6:00-8:010 ani