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CONTRACT 5697 License AgreementAgreement No. 5697 DONATION AND LICENSE AGREEMENT BETWEEN CITY OF EL SEGUNDO • AND L.A. KINGS This DONATION AND LICENSE AGREEMENT ("Agreement") is entered into this day of April, 2019 between the CITY OF EL SEGUNDO, a California municipal corporation (hereinafter referred to as "City) and THE LOS ANGELES KINGS HOCKEY CLUB, L.P., a Delaware limited partnership ("Donor'). RECITALS A. The City owns and operates an outdoor public inline hockey rink at the City's Recreation Park (hereafter, the "Athletic Facility"); as part of the City's 17-18 Capital Improvement Budget, the City budgeted $80,000 for improvements at the rink (the "Improvements"); B. To enhance the Improvement's budget, Donor desires to donate to the City a total of $75,000; and C. The City has determined that it would serve the public's interest to allow the Donor to display its name and logo at the Athletic Facility in recognition of its gift to the City. NOW THEREFORE, the City and Donor do hereby covenant, warrant and agree as follows: 1. DONOR'S GIFT. The Donor agrees to make three payments of $25,000 each, for a total contribution of $75,000 ("Gift") for the Improvements. Each installment payment will be due on July 1 of each year that this Agreement is in effect (i.e., 2019, 2020 and 2021). Such payments may be mailed or delivered to the City's Finance Department, 350 Main Street, EI Segundo, CA 90245. 2. DONOR RECOGNITION. In recognition of the Gift, the Donor has the right to display its name and logo at the Athletic Facility as provided for in this Agreement during the term of this Agreement. 3. TERM. This Agreement will expire three (3) years from the date of the completion of the Improvements unless terminated earlier as provided herein or extended by a written agreement between the parties. In the event the Donor fails to pay the City by the deadlines described in Section 1 (above), the City may terminate this Agreement and remove Donor's name and logo from the Athletic Facility. At the end of the term, the City may remove Donor's logo and name from the Athletic Facility. Donation and License Agreement Page 1 Agreement No. 5697 4. ACKNOWLEDGEMENT. Donor acknowledges that this Agreement pertains only to the display of its name and logo at the Athletic Facility, and that the City is solely responsible for the implementation of the Improvements at the Athletic Facility. 5. DISPLAY OF DONOR'S NAME AND LOGO. a. The branding marks include (visual renderings are attached to this Agreement and incorporated by this reference): i. Center Rink Logo — to fit inside a 23.5' diameter circle ii. Six (6) Dasherboard Logos — 3'x 8' (current size of the existing boards) iii. Two (2) Player Bench Cover Logos —4'x 4' b. Once the Improvements to the Athletic Facility are completed, City employees or contractors will install the Donor's center rink, dasherboard, and player bench cover logos. C. During the term of this Agreement, the Donor may, at its own expense, change the name or logo consistent with a change in the Donor's corporate name or logo. The City retains the right to approve of any such name or logo change. d. The City agrees to keep the rink, including the surface area, dasherboards and player benches, in reasonably good and clean condition. The City is not responsible, however, to replace or restore Donor's name and logo in the event such areas or items are damaged or defaced, or fade from natural exposure to the elements. e. This advertising agreement is not exclusive. The City reserves the right to seek other, additional donors for the Athletic Facility, provided that the names and logos for such other donors or sponsors will not cover or interfere with the display of Donor's logo or name for the term of this Agreement. 6. INTELLECTUAL PROPERTY. a. Donor hereby grants to City, and to City's agents, authorized contractors and assigns, an unlimited and irrevocable license to make, display, and distribute, and authorize the making, display, and distribution of photographs of the Athletic Facility, which may include images of Donor's name and logo. City shall ensure that such reproductions are made in a professional and tasteful manner, in its sole and reasonable judgment. City may not license or sublicense its rights for any private or commercial purpose. b. Donor represents and warrants that its name and logo, including but not limited to, the branding marks attached to this Agreement, do not infringe the intellectual property rights of any third parties. City is not responsible for any third -party infringement of Donor's copyright or for protecting Donor's intellectual property rights. Further, Donor agrees to indemnify City against any claims brought against City alleging that the name or logo infringes the Donation and License Agreement Page 2 Agreement No. 5697 intellectual property rights of any third parties if the City's use of the name and logo is in accordance with this Agreement. C. The provisions of this Section 6 shall survive the expiration or sooner termination of this Agreement. 7. LIMITATION OF LIABILITY. The parties agree that the liability of the Donor hereunder shall be limited to the payment of the Gift pursuant to the terms and conditions of this Agreement. Any contracts entered into or other obligations or liabilities incurred by the City in connection with the Gift or otherwise relating to this Agreement shall be the sole responsibility of the City as applicable, and the Donor shall have no obligation or liability whatsoever thereunder or with respect thereto. UNDER NO CIRCUMSTANCES SHALL ONE PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY ACTIVITIES PERFORMED IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER A CLAIM MADE BY THAT PARTY IS BASED ON CONTRACT OR TORT. The provisions of this Section 7 shall survive the expiration or sooner termination of this Agreement. 8. INDEMNIFICATION. a. Indemnification of Donor. City shall indemnify and hold Donor, its accredited programs and their respective officers, directors, members, agents and employees (together, the "Donor Indemnitees") harmless from and against any loss, liability, damage, cost, or expense, including reasonable attorneys' expenses, arising out of any claims or suits against the Donor Indemnitees by reason of: (a) City's performance of any of its obligations under this Agreement or (b) arising from the use by City of the Gifts. Donor shall give prompt written notice to and cooperate with City in connection with any such claim or suit and shall have the option, but not the obligation, to participate in or to conduct the defense of any such claim or suit with counsel of its choice and at its expense. b. Indemnification of Ci Donor shall indemnify and hold City and its officers, directors, agents and employees (together, the "Ch Indemnitees") harmless from any loss, liability, damage, cost, or expense, including reasonable attorneys' expenses, arising out of any claims or suits against City Indemnitees by reason of Donor's performance of any of its obligations under this Agreement. City shall give prompt written notice to and cooperate with Donor in connection with any such claim or suit and shall have the option, but not the obligation, to participate in or to conduct the defense of any such claim or suit with counsel of its choice and at its expense. C. The provisions of this Section 8 shall survive the expiration or sooner termination of this Agreement. 9. TERMINATION. Donation and License Agreement Page 3 Agreement No. 5697 a. In the event that the Donor files for bankruptcy protection or an officer of the Donor is convicted of a felony with regard to his or her actions undertaken on behalf or relating to the Donor, this Agreement will terminate and the City will have the right to remove the Donor's name and logo from the Athletic Facility and the City will have no obligation to refund any portion of the Gift that has already been paid to the City. b. Either party may terminate this Agreement prior to its expiration with the written consent of the other party. 10. GOVERNING LAW. This Agreement been executed and delivered within the State of California, and the rights and obligations of the parties will 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 is the Los Angeles Superior Court. 11. ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Agreement may only be amended only by a written instrument executed by the parties hereto. 12. JOINT DRAFTING. Each party has cooperated in the drafting and preparation of this entire Agreement and in the event there is a dispute involving the interpretation of this Agreement the language may not construed against either party based upon a particular party having drafted a portion or all of the Agreement. 13. ATTORNEYS' FEES. In the event of litigation arising out of or relating to this Agreement, the prevailing party is entitled to its reasonable attorneys' fees and costs. 14. SEVERABILITY. 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 will in no way affect any other term, covenant, condition, provision or agreement and the remainder of this Agreement will still be in full force and effect unless the invalidity would materially affect the consideration being received by one of the parties hereto. 15. 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. 16. COUNTERPARTS. This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart will be deemed an original, and, when taken together with other signed counterparts, will constitute one Agreement, which is binding upon and effective as to both parties. 17. NOTICE. Any and all notices given to either party under this Agreement must be given as provided in this paragraph. All notices given to either party must be made by certified or registered United States mail, or personal delivery, at the noticing party's Donation and License Agreement Page 4 Agreement No. 5697 discretion, and addressed to the parties as set forth below. Notices will 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 Donor: Attn: Chris Crotty, Senior Director of Hockey Development Los Angeles Kings Hockey Club 555 N. Nash Street EI Segundo, California 90245 As to the CITY: Attn: Director of Recreation & Parks City of EI Segundo 350 Main Street EI Segundo, California 90245 18. AUTHORITY/MODIFICATION. This Agreement is not binding upon City until executed by the City Manager. The parties represent and warrant that all necessary action has been taken by the parties to authorize the undersigned to executed this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement signed by both Parties. [SIGNATURES ON FOLLOWING PAGE] Donation and License Agreement Page 5 Agreement No. 5697 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OFL SEGUNDO THE CLY Greg C e4t, ohr City M ager sr ATTES : Tra Weaver, City Clerk APPROVED AS TO FORM: for Mark D. Hensley, City Attorney Donation and License Agreement Page 6 S ,ANGELES KINGS HOCKEY Keenan, III nt Secretary