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CONTRACT 3366 License Agreement3 LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND WEST BASIN MUNICIPAL WATER DISTRICT THIS LICENSE is made and executed this 28th day of June, 2004, between the CITY OF EL SEGUNDO, a municipal corporation ( "CITY "), and WEST BASIN MUNICIPAL WATER DISTRICT, ( "WEST BASIN "). 1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses WEST BASIN to use, on the terms and conditions below, a portion of real property used for overflow parking from CITY's municipal golf course situated at the east side of Sepulveda Boulevard that is more particularly depicted in attached Exhibit "A" and inco.poratcd by reference ( "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 nonexclusive license to use the Property only. 2. USE OF PROPERTY, A. WEST BASIN may use the Property for parking vehicles associated with WEST BASIN's construction efforts. WEST BASIN's use of the Property is limited to the areas depicted on attached Exhibit A. B. The Property may only be used for parking vehicles. It may not be used for construction staging or for storage of construction materials and equipment. C. CITY may change, amend, or terminate WEST BASIN's use of the Property at any time, and in its sole discretion verbally or in writing. D. WEST BASIN understands and agrees that activities associated with CITY's municipal golf course have priority over all other uses at the Property and that CITY may, as a result, amend WEST BASIN's use of the Property as specified in this License. 3. WEST BASIN'S RESPONSIBILITIES. In lieu of WEST BASIN paying an annual fee to the CITY, WEST BASIN will perform the following services: A. WEST :BASIN will slurry seal and restripe Property upon completion of WEST BASIN'S construction efforts at the Plant, at WEST BASIN's own cost. B. WEST BASIN will perform landscaping along Property fenceline to the satisfaction of the Director of Recreation and Parks, at WEST BASIN's own cost, C. WEST BASIN will not unreasonably interfere with or obstruct the public use of CITY's real property or rights -of -way. Agreement W1 514, Pagen l of 7 1. Po D. If any public property is damaged by WEST BASIN's use of the Property, WEST BASIN must, at its own cost and expense, immediately repair any and all such damage and restore the Property to as good a condition as before such usage or cause of damage occurred. All such repair and restoration must be completed under the direction and satisfaction of CITY's Public Works Director. E. WEST BASIN must cause the Property to be kept clean and swept at least once per week. 4. TERM. Except as provided in Section 5, the term of this License will run from the date of execution for two (2) years. The term may be extended by written amendment to this License. 5. TERMINATION. A. CITY may terminate this License at any time with or without cause. Termination will be effective upon notification, unless CITY specifies otherwise. Termination of this License by the City will terminate WEST BASIN responsibilities under this License. B. By executing this document, WEST BASIN waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 6. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, WEST BASIN 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 BASIN's improvements. 7. RELOCATION BENEFITS. WEST BASIN acknowledges that it has been informed that CITY is a public entity and that CITY has previously acquired the Property for a public purpose. WEST BASIN 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 CITY needs the Property. WEST BASIN 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 BASIN 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 BASIN 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 BASIN agrees to defend and indemnify CITY, to the extent stated in Section 11, 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, Agreement W 1514, Pagen2 of 7 336F' "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. ASSIGNMENT. This License is personal to WEST BASIN and will not be assigned, in whole or in part, without CITY's prior written consent. CITY's prior consent is not required for WEST BASIN's assignment of this license to any parent, subsidiary, or affiliate of WEST BASIN. No written consent by CITY will be deemed a waiver of any provision of this License, except to the extent of such consent. 11. INDEMNIFICATION,. A. WEST BASIN will hold CITY harmless and free from any and all liability arising out of this License, or its performance. 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 performance, pursuant to this License, WEST BASIN 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 BASIN 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 WEST BASIN as required by Section 12 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 BASIN pursuant to this License, including but not limited to the provisions concerning indemnification. 12. INSURANCE. A. Before commencing performance under this License, and at all other times this License is effective, WEST BASIN 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 cornbirred sin -fe Commercial general liability: $1,000,000 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 "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. WEST BASIN will require its insurer to modify its insurance 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. C. WEST BASIN 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:VII." D. Should WEST BASIN, for any reason, fail to obtain and maintain the insurance required by this License, CITY may obtain such coverage at WEST BASIN's expense and deduct the cost of such insurance from payments due to WEST BASIN under this License or terminate pursuant to Section 5. 13. COMPLIANCE WITH LAW. WEST BASIN 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 subsequently 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 BASIN in any action or proceeding against WEST BASIN, whether CITY be a party thereto or not, that WEST BASIN has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between CITY and WEST BASIN. 14. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by WEST BASIN, and in such event said License will automatically cease and terminate. 15. 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. Agreement W1514, Pagen4 of 7 16. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to WEST BASIN. CITY and the general public will have unrestricted access upon the Property for all lawful acts. 17. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of WEST BASIN, or a general assignment by the WEST BASIN for the benefit of creditors, or any action taken or offered by WEST BASIN under any insolvency or bankruptcy action, will constitute a breach of this License by WEST BASIN, and in such event said License will automatically cease and terminate. 18. 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 BASIN at: To WEST BASIN at: West Basin Municipal Water District Attn: Paul Shoenberger 17140 S. Avalon Boulevard, Suite 210 Carson, California 90746 or to CITY at: Public Works Department Attn: Dave Johnson 350 Main Street El Segundo, CA 90245 -3895 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 19. 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. 20. 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. Agreement W1514, Pagen5 of 7 u b� 21. 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. 22. ENTIRE AGREEMENT. This instrument and its Attachments (including those referenced in Section 2) constitute the sole agreement between CITY and WEST BASIN respecting the Property, the use of the Property by WEST BASIN, and the specified License term, and correctly sets forth the obligations of CITY and WEST BASIN. Any agreement or representations respecting the Property or its licensing by CITY to WEST BASIN not expressly set forth in this instrument are void. 23. 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. 24. 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. 25. 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. [SIGNATURES ON NEXT PAGE] /agreement W1514, Pagen6 of 7 7 7 6' IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. APPROVED CITY OF EL SEGUNDO a general law city and municipal corporation. City : lan i er ATTEST: Cindy Mortesen, City Clerk 51 APPROVED AS Mark D. Hensle'� LOW Assistant City A WEST BASIN MUNICIPAL WATER DISTRICT �R W �V Richard Nagel, Co- Acting encral Manager Agreement W 1514, Pagen7 of 7 0 J m Q i j w w G' F t II r rr r Mr 0 a a 0 JL mi HUGHES WAY