CONTRACT 5568 Vender Agreement CLOSED Agreement No. 5568
EVENT USE AGREEMENT
THIS EVENT USE AGREEMENT (this "Agreement") is made effective as of August 14, 2018
("Effective Date'), by and between THE LOS ANGELES LAKERS, INC., a California corporation
("LAL'), with its principal offices at 2275 E. Mariposa Avenue, El Segundo, CA 90245, and the CITY OF
EL SEGUNDO,a general law city and municipal corporation("Licensee")with regard to the following;
RECITALS
A. LAL is the master tenant of the property located at 2275 E. Mariposa Avenue, El Segundo,
California,commonly known as the UCLA Health Training Center(the"Properly').
B. Licensee desires to use the portion(s) of the Property described on Exhibit A attached hereto and
incorporated herein (the "Location') for the event described on Exhibit A (the "Event') on the date(s) (the
"Event Date" or"Event Dates", as applicable) and during the times (the "Event Times') specified in Exhibit
A.
C. Licensee desires to license from LAL, and LAL is willing to license to Licensee,the non-exclusive
right to utilize the Location on the Event Dates during the Event times for the purpose of holding the Event on
the terms specified in this Agreement.
NOW THEREFORE, in consideration for the mutual covenants as are herein provided,the parties
hereto hereby agree as follows;
1. (AZANT OF LICENSE. LAL hereby grants to Licensee the right and license to use the Location
on the Event Date and during the Event Times for the purpose of holding the Event. In this regard,Licensee
shall have the right to bring the equipment and property specified in Exhibit A (the "Licensee Equipment")
onto the Property to stage and conduct the Event. Licensee and its employees,contractors and suppliers who
are approved in writing in advance by LAL shall be given access to the Locations prior to the Event Times as
determined by LAL to be required in order for such employees and contractors to set up the Licensee
Equipment in order to stage and conduct the Event on the Event Dates. Notwithstanding the foregoing or
anything contained in this Agreement, Licensee understand and agrees that LAL shall have the right, in its
sole discretion,to restrict the actual use of the Location and any portions of the Property by Licensee and its
employees, contractors, guests, invitees and Event attendees if in LAL's judgment any such proposed use
might cause damage to any portion the Location or the Property or any of LLA's equipment, property or
fixtures located at the Property. Notwithstanding the above,all Licensee Equipment and any other personnel,
property or equipment of Licensee or its employees, contractors, suppliers, invitees, guests or Event attendees
that is brought onto the Property shall remain subject to the general direction and control of LAL and its
designated employees and agents.
2. USE FEE AND EXPENSE REIMBURSEMENT. The fee to be paid by Licensee to LAL for
the right and license to use the Location for the Event(the "Use Fee")shall be as specified on Exhibit A. In
addition,Licensee shall pay or reimburse LAL for the costs and expenses listed in Exhibit A(the"Expenses").
Payment of the Use Fee must be made by Licensee to LAL on or before the date specified in Exhibit A and if
Licensee fails to pay the Use Fee to Licensee by such date, LAL shall have the right to terminate this
Agreement and all right of Licensee to use the Location by giving notice of termination to Licensee. In
addition,Licensee shall pay or reimburse LAL for the Expenses in the manner provided in Exhibit A. While
Agreement No. 5568
an estimate of Expenses may be provided by LAL to Licensee prior to the Event, Licensee will pay or
reimburse LAL for any excess costs or expenses that are incurred by LAL that are either approved in advance
by Licensee or that result from the Event continuing beyond the end of the Event Times or that are otherwise
caused by the acts or omissions of Licensee or its employees, contractors, suppliers, guest, invitees or Event
attendees. Any payment or reimbursement of Expenses that is not made by Licensee to LAL as and when
specified in Exhibit A shall bear interest at the maximum legal rate allowable from the date on which such
mount was due as provided in Exhibit A until such amount is paid in full to LAL.
3. LAI. MARKS, Licensee understands,acknowledges and agrees that the name, logos,trademarks
and other identifying marks of LAL and its subsidiaries and affiliates(the"Marks')are and shall at all times
be and remain the property of LAL and the National Basketball Association("NBA") and its subsidiaries and
affiliates, and that LAL no use of or reference to the Marks may be made or used by Licensee or any third
parties, including, but not limited to, in connection with the Event or the promotion,marketing or advertising
of the Event or any other product or service of Licensee or any third party,without the prior written consent of
LAL and the NBA, in their sole and absolute discretion. Nothing contained in this Agreement shall be
construed as a grant of license or right for Licensee or any third party to use the Marks without the prior
written consent of LAL and prior written consent and written license from the NBA. At the request of LAL,
all persons who enter onto the Property for or in connection with the Event, including, but not limited to,
Licensee's employees, contractors, volunteers, guest or invitees, will be required to execute and deliver a
Release,Waiver and License Agreement in the form provided by LAL,
4 I~ PIItA"I`IC)N OR TERMII A"1°100 Promptly following the conclusion of the Event Times,
or upon any earlier termination of this Agreement as provided herein,all personnel,property and equipment of
Licensee and its employees, agents, contractors, suppliers, guests, invitees and Event attendees shall be
promptly removed from the Property. LAL shall have the right to remove any such property or equipment
that remains on the Property beyond the expiration of the Event Times or any earlier termination of this
Agreement and have the same stored for the benefit and at the expense of Licensee, and Licensee shall
reimburse LAL for any storage fees and indemnify and hold harmless LAL from and against any liabilities,
losses,costs or expenses incurred in connection with any such removal and storage,
5. INDEMNIFICATION. Licensee will take all reasonable steps to prevent damage to the Property
during the Event and agrees that, following any use of the Property by Licensee as provided for in this
Agreement, upon expiration of the Event Times, or following any earlier termination of this Agreement, the
Property will be returned to LAL in the same condition as when Licensee entered upon it,reasonable wear and
tear excepted. Licensee agrees to indemnify, defend and hold harmless LAL, its subsidiaries and affiliates,
including, but not limited to, LAL Property, LLC, which is the owner of the Property, the NBA and its
subsidiaries and affiliates, UCLA Health Services, American Skating Entertainment Centers, LLC, American
Entertainment Sports Company, LLC, Polar Ice Enterprises California, LLC and each of their licensees,
lenders and contractors, as well as each of their respective officers, directors, partners, owners, managers,
employees, agents, representatives, successors and assigns (the "Indemnitees"), from and against any and all
liabilities, losses, costs, expenses arising out of third-party claims (including reasonable outside attorneys'
fees) and damages arising out of or in connection with any use by Licensee or its employees, agents,
contractors, suppliers, guests, invitees and Event attendees of the Location and the Property, including,
without limitation, any claims for property damage, any claims for personal injury, including death, to any
person, breach of any representation or warranty made by Licensee herein, or any claims brought by any third
parties in connection with the Event arising from or related to the negligent or willful conduct or omissions by
Licensee or its employees, contractors, suppliers, guests, invitees and Event attendees during or in connection
with the Event.
Agreement No. 5568
6. 1NStti RANC-Lu. Without limiting the foregoing, Licensee agrees to maintain: (a) workers'
compensation insurance in compliance with the laws of the State of California covering all of Licensee's
employees and volunteers, and (b) a commercial general liability insurance policy providing coverage for
bodily injury and property damage and personal and advertising injury, including products completed
operations and contractual liability coverage, with minimum limits of at least $1,000,000.00 per occurrence
and $2,000,000 in the aggregate covering all acts of Licensee, its employees, agents and volunteers. LAL and
Licensee agree that such insurance shall be primary with respect to the use of the Properly by Licensee, All
policies of such insurance except the workers compensation insurance policy shall name each of the
Indemnitees as additional insureds. Licensee shall deliver to LAL a Certificate of Insurance evidencing such
insurance and showing the Indemnitees named as additional insureds on or before the commencement of the
Event or any use of the Property by Licensee. Failure of Licensee to deliver such Certificate of Insurance to
LAL prior to such date shall entitle LAL to terminate this Agreement and the right of Licensee and its
employees,agents,contractors or suppliers to enter upon or use the Property.
7. NO ALTERATION. Neither Licensee not any of its employees, agents, representatives,
contractors or suppliers shall make any alteration to any portion of the Location or the Property, including,
without limitation to any sign of LAL, its affiliates, licensees, advertisers or sponsors located at the Property,
without the prior written consent of LAL, in its sole and absolute discretion.
8. LCCwi LASES. CONSENTS AND APPIZOVALS. Licensee has obtained, or will obtain prior to
the required time for obtaining same, any and all necessary licenses, permits, consents and approvals
(including, but not limited to, any required by the City of El Segundo, if any) required for the use of the
Property for the Event by Licensee or its employees, agents, contractors or suppliers as provide in this
Agreement. Upon request by LAL, Licensee shall provide LAL with copies of any and all such licenses,
permits, consents and approvals. Licensee shall indemnify, defend and hold harmless the Indemnitees from
and against any liability, loss, cost, expense arising out of any third-party claim(including reasonable outside
attorneys'fees)or damages arising out of or in connection with any breach of this representation by Licensee.
9. N "l°ICFs. Any notice required to be given under this Agreement shall be in writing, and all
notices shall be given by personal delivery or by a nationally recognized overnight courier to the party to
whom sent at the addresses set forth above. Any notice given shall be deemed to have been given when
personally delivered.
10. GOVERNING LAW., This Agreement shall be governed by and construed in accordance with
the laws of the State of California as if made between residents of said State and to be wholly performed in
California. Any legal action or proceeding instituted under, pursuant to or in connection with this Agreement
shall be brought in the appropriate State or Federal court in Los Angeles County, California, and each party
hereby consents to the jurisdiction thereof.
11. ;EFFEC"l:"' OF AGREEM NT'., This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and to their respective affiliates, licensees, sponsors,advertisers and independent
contractors, as well as each of their respective employees, agents, officers, shareholders, directors, partners,
successors and assigns; provided, however, that Licensee agrees that it will not assign this Agreement to any
party prior to the completion of filming, recording or photography at the Property in any manner which will
result in any party other than Licensee and its employees, agents, independent producers, independent
contractors and suppliers being allowed to enter the Property as provided herein, without LAL's prior written
consent.
Agreement No. 5568
12. All(,)R"r""EVSI FEE,& Should either party institute any legal action or proceeding in order to
enforce or interpret any of the terms or provisions of this Agreement,then in addition to any other damages or
remedies that may be awarded by the court to either party, the court shall have the right to award to either
party such outside attorneys' fees and costs as the court may determine to be appropriate.
13. RELATIONP 1111' (, F PARTIrKS. The parties to this agreement are and shall remain
independent contractors In the performance of their respective obligations and duties hereunder and nothing
contained herein shall be deemed or construed to create any partnership,joint venture, employment or other
relationship between the parties other than that of independent contractors. The employees, agents and
representatives of either party shall not be construed for any purpose to be the employees, agents or
representatives of the other party.
14. TIME OF EaSENCE., Time is expressly deemed to be of the essence with respect to the
performance of each obligation under or pursuant to this Agreement.
15. ENTIRE AGREE This Agreement expresses and contains the entire agreement
between the parties with respect to the subject matter hereof and there are no other agreements,
understandings, arrangements or inducements between the parties with respect to the subject matter hereof
which are not fully and completely expressed and contained herein. This Agreement may not be modified,
altered or amended except by a written agreement signed by both parties.
IN WITNESS WHEREOF,the parties have executed this Agreement at El Segundo, California and
have made it effective as of the Effective Date first above written.
CITY EL E YUNUO "1"I "r: 1, S" NG LES LAKERS,INC.
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By: B
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rt- . �11rl)entcr Name: ��S l!&T L>A
Title: City Manager Title:
City 'lcrk's olbeQ
APPROVED AS TO FORM:
City Attorney's oftic
Agreement No. 5568
EXHIBIT A
EVENT DESCRIPTION: EI Segundo Champions of Business Event—Honoring Jeanie Buss
EVENT DATE(S): September 12,2018
EVENT TIME(S): 5:30 p.m.through 8:30 p.m,
EXPECTED NUMBER OF ATTENDEES:300
AREAS OF FACILITY TO BE USED: South Bay Lakers Court and Los Angeles Lakers Court
LICENSEE OR THIRD-PARTY EQUIPMENT:N/A
CATERER/FOOD&BEVERAGE PROVIDERS OR OTHER CONTRACTORS,VENDORS AND
SUPPLIERS**:
Lisa's Bon Appetit—food and beverages(alcohol and non-alcohol beverages)
(***Note—a separate Insurance Agreement and Certificate of Insurance is required for all third-party
contractors and suppliers)
USE FEE: $0-gratis
To be paid as follows:N/A
EXPENSES AND COSTS TO BE REIMBURSED BY LICENSEE:
$0-gratis
To be paid/reimbursed as follows:N/A
SPECIAL NOTES: Floor covering,security and guest services will be provided by facility/Lakers