CONTRACT 5700 License Agreement CLOSEDAgreement No. 5700
LICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
SOUTH BAY UNITED WATER POLO
THIS LICENSE is made and executed this 15th day of May, 2019, between the CITY OF
EL SEGUNDO, a municipal corporation ("CITY"), and SOUTH BAY UNITED WATER POLO
a California corporation ("LICENSEE").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the
terms and conditions in this License, real property located at the Urho Saari Swim Stadium, 219
W. Mariposa Ave. El Segundo, CA ("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 license to use property only.
2. USE OF PROPERTY.
A. LICENSEE may temporarily use the Property for the purposes of water polo
practice and games.
B. CITY may change, amend, or terminate 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 April 1, 2019
and end on April 30, 2020. Upon mutual written agreement between the parties, this License
may be renewed for additional time.
4. TERMINATION.
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) days
before the effective termination date.
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 seven (7) days. Property will be left in a
clean and orderly fashion.
COMPENSATION. In exchange for the use of the facilities at Property, LICENSEE agrees to
pay CITY a sum of $630.00 dollar per month for April 2019 through January 2020 for the tern
of this License. Based on the formula set forth in Exhibit A, for the ten -n of this License. Exhibit
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A is incorporated as if fully set forth herein. Payments will be due and payable on the last day of
each month. For any additional hours beyond those included in the formula in Exhibit A,
LICENSEE agrees to pay CITY a sum of $35 per hour for use of the instructional pool for the
term of this License, as those terms as described in Exhibit A.
5. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in
lieu thereof, LICENSEE acknowledges that it will have no claim to any compensation awarded
for the taking of Property or any portion thereof or for foss of or damage to LICENSEE's
improvements.
6. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that
CITY is a public entity and that Property was previously acquired by CITY for a public purpose.
LICENSEE further acknowledges that any rights acquired under this License arose after the date
of acquisition of Property and that said rights are subject to termination when Property is needed
by CITY. LICENSEE 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.
7. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to
Property, or any part thereof, without CITY's prior written consent.
8. HAZARDOUSfTOXIC 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 Property in violation of
any law or regulation. LICENSEE agrees that it will not use, generate, store or dispose of any
Hazardous Material (as defined below) on, under, about or within Property in violation of any
law or regulation. LICENSEE 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, "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).
9. SIGNS. LICENSEE will not place any sign upon Property without CITY's prior written
consent. LICENSEE will pay for all costs of any approved signage and comply with all
applicable sign codes and ordinances.
10. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest
therein.
1 l . INDEMNIFICATION,
A. LICENSEE will hold CITY harmless and free from any and all liability
arising out of this License, or its performance, except for such loss or damage
arising from CITY's sole negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be against it, by suit or otherwise,
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Agreement No. 5700
whether the same be groundless or not, arising out of this License, or its
performance, pursuant to this License, LICENSEE 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. 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 will survive
termination of this License.
E. The requirements as to the types and limits of insurance coverage to be
maintained by LICENSEE 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 LICENSEE 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, LICENSEE will procure and maintain the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth
below:
,rvDe of Insurance Limits (combined single)
Commercial general liability: $2,000,000
Business automobile liability: $1,000,000
Workers compensation Statutory limits
B. Commercial general liability insurance will meet or exceed the requirements of
the most current ISO Forms. 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 must 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
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Agreement No. 5700
not be cancelable except upon thirty (30) days prior written notice to CITY except
for nonpayment of premiums which may be cancelable upon ten (10) day notice.
C. LICENSEE 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." Certificate(s) must reflect that the insurer will provide thirty (30) day
notice of any cancellation of coverage. CONTRACTOR will require its insurer to
modify such 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.
D. Should LICENSEE, for any reason, fail to obtain and maintain the insurance
required by this License, CITY may obtain such coverage at LICENSEE's
expense and charge the cost of such insurance to LICENSEE under this License
or terminate pursuant to Section 4.
13. COMPLIANCE WITH LAW. LICENSEE 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
hereafter be in force, pertaining to Property and will faithfully observe in the use of Property all
applicable laws. The judgment of any court of competent jurisdiction, or the admission of
LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or
not, that LICENSEE has violated any such ordinance or statute in the use of Property will be
conclusive of that fact as between CITY and LICENSEE.
14. BREACH OF AGREEMENT. The violation of any of the provisions of this License will
constitute a breach of this License by LICENSEE, 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.
16. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to
LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public
will have unrestricted access upon 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 LICENSEE, or a general assignment by the LICENSEE for
the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or
bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said
License will automatically cease and terminate.
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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 LICENSEE at:
South Bay United Water Polo
1601 N. Sepulveda Blvd. #370
Manhattan Beach, CA 90266
Kurt Fry
Kurt1'rvii nie.com
(310) 993-4760
or to CITY at:
Department of Recreation & Parks
350 Main St.
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.
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.
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 constitute the sole
agreement between CITY and LICENSEE respecting Property, the use of Property by
LICENSEE, and the specified License term, 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.
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Agreement No. 5700
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
Ply.
24. AUTHORITYMODIFICATION. 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.
IN WITNESS VnEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OFF SEG'NDO S0UT1J-BAXXN1T D W E iOLO
ick
City Manager
ATTEST:e,,
Taxpayer ID No. 82-3948472
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
By: -P
Karl 1-1. Berger, A,'i tai City Attorney
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Exhibit A
Original agreement is based on using the Plunge Instructional pool every Monday, Wednesday and
Friday for 1.5 hours each day from 6 p.m. — 7:30p.m. April 22, 2019 — April 30, 2020. Schedule may
change for summer hours beginning lune 1, 2019.
The agreement will be for $35 each hour and a half based on the following:
-Designated space for scheduled water polo program (South Bay United Water Polo)
Pool availability may fluctuate based on season. City programs take priority over all other rentals in
regards to scheduling, followed by El Segundo Unified School District athletics.
In the event of a pool closure for maintenance issues or otherwise, the City of EI Segundo is not
responsible for any lost revenue. The City of EI Segundo will refund the rental amount for any pool time
lost due to the pool closure. The City of EI Segundo is not responsible for finding alternative sites for
South Bay United Water Polo or other programs if displaced due to a pool closure.
If the water temperature in the licensed pool drops below what is conducive for the participants and the
activity, South Bay United Water Polo may cancel practices without paying the license fees for the time
earmarked for the canceled practices.
South Bay United Water Polo may opt out of using the licensed pool and not owe the license fees for the
earmarked time as long as South Bay United Water Polo notifies the City, in writing, before the license
window begins.
Schedule
1.5 hours per day x 3 days a week= 4.5 hours per week
4 weeks a month= 18 hours per month
$35 per 1.5hrs per day X 18 days per month= $630.00 per month
*additional days within the month beyond the 121h day will be charged the regular rate of $35 for each
additional 1.5 hours used