CONTRACT 2976L License Agreement ATHLETIC FACILITY NAMINGIF RtGFITS LICENSE AGREEMENT
This ATHLETIC FACILITY NAMING RIGHTS LICENSE AGREEMENT
("Agreernent") is entered into this I _,kp undo, a
_, 7 day of _....__...> 2007 between the City of El Se&
California tnu-nicipal corporation (hereinatle-r referred to as "City) and "l Properties Group,
LLC("Sponsor").
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WHEREAS the City has designed and is planning to construct athletic facility located at the
Northwest comer of Nash Street and Mariposa Avenue('Athletic Facility"); and,
WHEREAS the City has determined that it would serve the public's interest to allow a
private entity to display its name on the Athletic Facility in exchange for purposes of providing
additional revenue to the City.
NOW THEREFORE, the City and Sponsor do hereby covenant, warrant and agree as
follows:
1. ST)onsorship 31jghtq. Upon delivery of the Sponsorship Payment referred to in Section 3
below, Sponsor shall have the following rights (collectively the "Sponsorship Rights"): (a) the
exclusive right to display on the entrance to and the playing surfaces of the Athletic Facility(1)its
name and/or logo (2) the name and/or logo of Sponsor's Campus El Segundo development (the
"Development") , and (3) the name and/or logo of a tenant in the Development, and (b) the
exclusive right to name the Athletic Facility in the name of Sponsor,the Development, or a tenant in
the Development. Notwithstanding the foregoing, the City shall have the right to install reasonably-
sized (a) plaques in tribute to current or historical City public figures, together with the names and
logos of individual or corporate sponsors, on the plaza, pavers and buildings of the Athletic Facility,
(b) temporary banners or signs advertising special events at the Athletic Facility with the narnes
and/or logos of event sponsors on the fences surrounding the field, but only for the duration of such
special event,, (c) names andlor logos in the snack bar of goods sold at such snack bar, and (d)
subject to Sponsor's prior written approval, which approval shall not be unreasonably withheld,
conditioned or delayed, the name and/or logo o�f the sponsor of any scoreboard that may be erected
on the Athletic Fields.
2. Term. The Sponsor shall have the Sponsorship Rights as provided for herein this
Agreement for term of twenty(20)years(the"Term"), commencing from the date that construction
of the Athletic Facility has been substantially completed and the Athletic Facility is open and
available for public use (the "Completion Date"). In the event the Completion Date has not
occurred by January 31, 2008, the Sponsor shall have the right to (a) terminate this Agreement, in
which case the City shall be obligated to return to Sponsor the Sponsorship Payment within thirty
(30) days of receiving written notice from the Sponsor of its intent to terminate this Agreement, or
(b) extend the Term by the number of calendar days between December 31, 2007 and the
Conipletion Date. Sponsor may extend the Term for up to ten (10) additional one (1) year periods
by providing to the City written notice thereof and making an extension payment of$75,000 for
each such extension at least sixty(60)days prior to the then-schedule expiration of the Tenn.
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3. j?onsorsli,it) l'aamen . Within thirty (30) days of the execution of this Agreement,
Sponsor shall pay the City the sum of seven hundred fifty thousand dollars ($750,000), and on or
before January 31, 2008, Sponsor shall pay City an additional sum of seven hundred fifty thousand
dollars($750,000) (collectively the two payments shall be referred to as"Sponsorship Payment") as
consideration for the Sponsorship Rights.
4. DisPlav ol"Nanic and/or 1ok�(.). Prior to any public display of a name and/or logo on the
Athletic Facility, Sponsor shall submit a reasonably detailed plan for the City Council's or its
designee's review and approval. The City Council shall not unreasonably withhold, condition or
delay such approval. During the term of this Agreement,the Sponsor shall be allowed, from time to
time and at its own expense,to change the name or logo consistent with Section 1 above or to assign
its rights in this Agreement to a person that occupies real property located within the Specific Plan
area within which the Athletic Fields are located. The City Council shall retain the right to approve
of any such name or logo change, which approval shall not be unreasonably withheld, conditioned
or delayed. The City Council's failure to disapprove any name or logo within sixty (60) days after
Sponsor's written request shall be deemed to be the City Council's approval thereof. Any purported
assignment to a person or entity that does not own or occupy real property located within the
Specific Plan area within which the Athletic Fields is (i)subject to the approval of the City Council,
which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) must not result
in the display of a name or logo that is not in compliance with the El Segundo Municipal Code.
Sponsor cannot sell or assign its rights under this Agreement to another person or entity in exchange
for monies that exceed the amount of the Sponsor Payment or the annual cost of exercising its
option to extend the term of this Agreement as set forth above,unless (i)the City Council in its sole
discretion approves of such sale or assignment, which approval may be conditional, and (ii)the sale
or assignment must not result in the display of a name or logo that is not in compliance with the El
Segundo Municipal Code. Notwithstanding any other provision in this Agreement, in no event
shall the City Council be required to approve of any name or logo that would result in alcohol,
tobacco or sexual content, or any other content that would be inconsistent with youth sports, being
depicted or described on the Athletic Facility.
5. Bania-UPtCV/0111-rival acts. In the event that the Sponsor files for bankruptcy protection
or the Sponsor, or one of its officers, is convicted of a felony with regard to actions undertaken on
behalf or relating to the Sponsor, this Agreement shall terminate and the City shall have the right to
remove the Sponsor's name and logo from the Athletic Facility and shall have no obligation to
return any or all of the Sponsorship Payment.
6. Miscellaneous.
6.1. Governing . This Agreement been executed and delivered within the State
of California, and the rights and obligations of the parties shall be construed and enforced in
accordance with, and governed by, the laws of the State of California. The venue for any legal or
equitable action relating to this Agreement shall be the Los Angeles Superior Court.
6.2. Full lntc . This Agreement is the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and
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written agreements and discussions. This Agreement may only be amended by a written instrument
executed by the parties hereto.
6.3. Johit l)rafl:irig. Each party has cooperated in the drafting and preparation of this
entire Agreement and in the event there is a dispute there involving the interpretation of this
Agreement, the language shall not be construed against either party based upon a particular party
having drafted a portion or all of the Agreement.
6.4. ttornevs' Fees. In the event of litigation arising out of or relating to this
Agreement,the prevailing party shall be entitled to its reasonable attorneys'fees and costs.
6.5. Severabilit . In the event that any term, covenant, condition, provision or
agreement contained in this Agreement is held to be invalid or void by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision or agreement shall in no
way affect any other term, covenant, condition, provision or agreement and the remainder of this
Agreement shall still be in full force and effect unless the invalidity would materially affect the
consideration being received by one of the parties hereto.
6.6. Titles. The titles included in this Agreement are for reference only and are not
part of the terms of this Agreement, nor do they in any way modify the terms of this Agreement.
6.7. Coutiter,arts. This Agreement may be executed in counterparts, and when each
party has signed and delivered at least one such counterpart, each counterpart shall be deemed an
original, and, when taken together with other signed counterparts, shall constitute one Agreement,
which shall be binding upon and effective as to both parties.
6.8. Notice. Any and all notices given to either party under this Agreement shall
be given as provided in this paragraph. All notices given to either party shall be made by
certified or registered United States mail, or personal delivery, at the noticing party's discretion,
and addressed to the parties as set forth below. Notices shall be deemed, for all purposes, to
have been given on the date of personal service or three (3) consecutive calendar days following
deposit of the same in the United States mail.
As to Sponsor:
Thomas Properties Group LLC
515 South Flower Street, Sixth Floor
Los Angeles, California 90071
Attn: Dennis Watsabaugh
As to the City:
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Attn: City Clerk
City of El Segundo
350 Main Street
El Segundo, California 90245
7.11 Successo.rs and As,si W. This Agreement shall be binding on and inure to
the benefit of the parties and their successors and assigns. Any failure by a party hereto to
enforce any term or condition hereof shall not be deemed to be a waiver by such party hereto to
enforce such term of condition during the term of this Agreement.
WHEREFORE, the parties hereto have read all of the foregoing, understand the
same, and agree to all of the provisions contained herein.
DATED:A 'X SPONSOR:
Thomas Properties Group LLC
By:
,r9, ..1.' ',, � �
By:
Its: _.._
DATED:. ............
CITY:
CITY OF EL SEGUNDO
By:
4 elly M owcll',/lla
APPROVED AS TO FORM:
Mark D. Hensley, Esq., °..............,
City Attorney for City of El Segundo
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Attest:
Cindy Mort
esen, City Clerk
a w
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