Agenda Item 8Q — Torrance City Council, June 17, 2025

8Q
Date: June 17, 2025
To: Honorable Mayor and Members of the City Council
From: Aram Chaparyan, City Manager
John La Rock, Community Services Director
By: Garrett Craig, Recreation Services Manager | [email protected] Subject: City Manager and Community Services – Adopt Categorical Exemption Under California Environmental Quality Act (CEQA), and Approve License Agreements for Use of City-Owned Properties as Baseball Fields at Charles H. Wilson Park and Authorize the City Manager to Execute Agreements. Expenditure: None.

RECOMMENDATION
Recommendation of the City Manager and Community Services Director that City Council:

1. Adopt a California Environmental Quality Act (CEQA) Categorical Exemption pursuant to Guidelines Section 15301 (Existing Facilities); and

2. Approve license agreements with Ambassador High School and Garciaparra Baseball Group, for use of City-owned properties as high school and youth baseball fields for ten- year terms, beginning September 1, 2025 and ending May 31, 2035; and

3. Authorize the City Manager to execute the agreements.

FUNDING
None required.

DISCUSSION
The City of Torrance has a longstanding history of supporting youth and educational sports organizations through the use of City-owned facilities. Ambassador High School and Garciaparra Baseball Group (GBG) have agreed to license agreements to convert existing fields at the Wilson Park Gene Barnett Athletic Fields to meet the needs of their programs and those of the Torrance community and enter into ten-year license agreements.

License Agreements Overview:

Baseball Organization Location Address
Ambassador High School Wilson Park Field 3 2200 Crenshaw Blvd.

Garciaparra Baseball Group Wilson Park Field 3 & 4 2200 Crenshaw Blvd. 1 City Council
June 17, 2025

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5 4
7 The Ambassador High School license agreement will convert an existing softball field (Field 3) into a regulation-size high school baseball field to support its CIF-compliant athletic program. Key provisions of the license agreement include:
 Capital Contribution: Ambassador High School will contribute $171,000 for field conversion (includes sod infield/outfield, 90-foot baselines, freestanding 30-foot safety netting and poles).
 Schedule: Practices are held Monday–Friday (3:15 pm – 5:15 pm) and two Saturdays/month (9:00 am – 12:00 pm) during the academic year (late August – late May).

Games are scheduled 2:30 pm – 5:30 pm.
 Total use dates capped at 224 dates per calendar year.  Field Responsibilities: City responsible for general field maintenance. Ambassador is responsible for preparing fields before each use, installing/removing bases and temporary pitcher’s mound.
 Fee Structure: City rental fees begin in Year 4 (September 2029), per the City’s Master Fee Schedule.

The Garciaparra Baseball Group license agreement will convert an existing softball field (Field 4) into a twelve and under youth baseball size field to support its programming. GBG will also have access to Wilson Park Field 3 under collaborative scheduling with Ambassador High School. Key provisions of the license agreement include:
 Capital Contribution: GBG will contribute $171,000 for field conversion (sod outfield, 60-foot baselines, freestanding 30-foot safety netting and poles).  Schedule:
 Youth Practices: Tuesday–Thursday, 5:30 pm – 8:30 pm
 High School (16U) Use : Three Sundays/month, 9:00 am – 5:00 pm  Total use dates capped at 224 dates per calendar year.  Field Responsibilities: City maintains general field conditions; GBG prepares fields before use, including temporary pitching mounds and base setup for high school play.  Fee Structure: Rental fees begin in Year 4 (September 2029), per City Master Fee Schedule.

These license agreements reflect a shared investment in youth development, education, and community wellness. By partnering with Ambassador High School and Garciaparra Baseball Group, the City is enhancing the use of existing park facilities while promoting organized, skill-building opportunities for local students and athletes. The capital contributions from both organizations reduce the City's financial burden while delivering meaningful field improvements that benefit all users. Additionally, coordinated scheduling and clear responsibilities ensure that the facilities remain well-maintained and accessible. This collaborative approach strengthens community ties, maximizes the value of public spaces, and supports a thriving environment for youth sports and educational athletics in the City.

Staff recommends Your Honorable Body adopt a Categorical Exemption under California Environmental Quality Act (CEQA) pursuant to Guidelines Section 15301 (Existing Facilities) and approve ten-year license agreements with Ambassador High School and Garciaparra Baseball Group for use of City-owned facilities beginning September 1, 2025 through May 31, 2035, in addition to authorizing the City Manager to execute the agreements. 2 City Council
June 17, 2025

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5 4
7 ATTACHMENTS

1. Ambassador High School License Agreement

2. Garciaparra Baseball Group License Agreement
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LICENSE AGREEMENT BETWEEN THE CITY OF TORRANCE

AND AMBASSADOR HIGH SCHOOL FOR USE OF
CHARLES H. WILSON PARK FIELD 3

THIS LICENSE AGREEMENT (“Agreement”) by and between the CITY OF TORRANCE (City), a municipal corporation, and AMBASSADOR HIGH SCHOOL (“Ambassador”), a nonprofit corporation, is made and entered into this 17th day of June 2025 (“Effective Date”). The City and Ambassador are at times referred to individually as a Party, or collectively as the Parties.

WHEREAS, Ambassador is a private high school located at 2300 Crenshaw Boulevard #B, directly south of the City’s Charles H. Wilson Park (“Wilson Park”), which includes the Gene Barnett Sports Fields;

WHEREAS, the City is owner of Wilson Park and the Gene Barnett Sports Fields, where the City provides recreation facilities and services for community sports and recreation activities;

WHEREAS, the Parties have mutual interest in providing an area for Ambassador students to practice and play games at a facility that is in close proximity to the school building; and

WHEREAS, the Parties wish to enter into this License Agreement in order to advance the Parties mutual interest.

NOW, THEREFORE, based on the foregoing recitals, City and Ambassador agree as follows:

1. License; Description of Property. City grants a non-exclusive license (“License”) to Ambassador for use, on the terms and conditions provided in this Agreement, of a portion of the Gene Barnett Sports Fields, identified as Field 3 (“Licensed Property”). The location of the Licensed Property is depicted on the map attached as Exhibit 1 and is incorporated by reference.

City’s action is not, and should not be construed to be a conveyance of property interest or a lease; rather it is a revocable license for Ambassador teams, students, coaches, parents, staff, and school designees to enter Wilson Park solely for sports and recreation activities related to Ambassador sponsored athletic events.

2. Term. This Agreement shall become effective commencing on the Effective Date and shall be in force for a period of (10) years, terminating May 31, 2035, aligned with the end of the 2034-2035 school year. However, Ambassador shall not have any right to use the Licensed Property until September 1, 2025, at which point the License itself shall commence.

3. Use of Licensed Property . Ambassador may utilize the Licensed Property for practice and games, as further conditioned below, beginning September 1, 2025 and ending May 31, 2026, following the conclusion of the school. For subsequent years after the 2025-2026 school year through the term of this Agreement, Ambassador may utilize the Licensed Property during the period of August through May that school is in session, as determined by the Ambassador ATTACHMENT 1
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annual school calendar. In no event shall Ambassador’s total use of the Licensed Property exceed 224 dates per calendar year, inclusive of practices, games, and other authorized uses. a. Practice. During the school year, Ambassador may utilize the Licensed Property for practices Monday through Friday from 3:15 p.m. to 5:15 p.m.

PST, as well as two (2) priorly agreed upon Saturdays per month from 9:00 a.m. to 12:00 p.m. PST. Ambassador shall submit a practice schedule, including Saturday practices, to the City for review in August and January of each year for City approval.
b. Games. During the school year, Ambassador may utilize the Licensed Property for games Monday through Friday from 2:30 p.m. to 5:30 p.m.

PST on days games are scheduled to be played. Ambassador shall submit a games schedule to the City for review in August and January of each year for City approval. The City reserves the right, in its sole and absolute discretion, to determine whether any game(s) conflict with another City events or community activity, and therefore reschedule the game(s) for another day or move the game(s) to a neighboring field within Wilson Park. c. City Adjustment to Practice and Game Schedule . The City reserves the right, in its sole reasonable discretion, to adjust the days and hours the Licensed Property may be used by Ambassador for practices and games, in order to accommodate and allow for the reasonable scheduling of community sports and recreation programs within the City and Wilson Park.

Ambassador must allow for at least a thirty (30) minute period of time between any time it uses the Licensed Property and another party’s use thereof, whether the City or a third party, in order for the City to prepare the Licensed Property. The City shall exercise this right in good faith and any adjustments shall be made only when necessary to accommodate and allow for the reasonable scheduling of community sports and recreation programs within the City and Wilson Park, and shall use good faith efforts to provide access to the Licensed Property during the originally stated times in the agreement. The City shall provide written notice of any schedule changes at least seven (7) days in advance, except in cases of emergency. The City shall work collaboratively with Ambassador to find mutually agreeable alternative times for Ambassador’s use of the Licensed Property. d. School Storage Unit. Ambassador shall be permitted to keep a school branded storage unit on the Licensed Property, for the Term of this Agreement, at a location selected by the City in its sole and absolute discretion. Ambassador shall be responsible for the maintenance and repair of the storage unit to the reasonable satisfaction of the City. Ambassador may not place any other structures or equipment on the Licensed Property, or otherwise construct any capital improvements or replacements on the Licensed Property without the prior written consent of the City. 2979/062579-0164
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4. Capital Improvement Payment. Within ten (10) days of the Effective Date of this Agreement, Ambassador shall remit to the City a lump sum payment of One Hundred Seventy One Thousand Dollar ($171,000.00) (“Initial Payment”) to facilitate the City’s field conversion project (“Project”) which includes the sodding of the infield and outfield; formation of infield baselines at 90 foot intervals; and construction of freestanding 30-foot poles with attached safety net along the first and third base lines. If the construction costs of the Project exceed that of the Initial Payment, Ambassador shall reimburse City for the additional costs to complete the Project, up to an additional five (5) percent of the Initial Payment (“Contingency Payment”).

Ambassador shall pay the Contingency Payment within ten (10) days of receipt of such payment request by the City (“Contingency Payment Request”). Such Contingency Payment Request shall include all costs of the Project paid by the City to date.

5. Rental Fees. Commencing in August 2028, which is the fourth academic year dung the Term of this Agreement, Ambassador shall be required to pay any applicable City field rental or other fee for use of the Licensed Property, as provided by the City’s adopted Fee Schedule, as may be amended from time to time, in effect at the time of the Ambassador’s use of the Licensed Property.

6. Ambassador Obligations. Ambassador shall prepare the Licensed Property prior to any use by Ambassador students, coaches, staff members, parents, or other school invitee to ensure that the field is ready for use and complies with all California Interscholastic Federation (CIF) regulations. Ambassador shall also remove all items used to prepare the field at the conclusion of each practice session or game. Such tasks include, but are not limited to, the installation and remove of all field bases, the instillation and removal of the temporary pitcher’s mound, and the removal and disposal of any waste brought onto the Licensed Property by Ambassador students, parents, coaches, faculty, staff, or other invitee of the school, all to the reasonable satisfaction of the City Manager. Ambassador shall also be responsible for maintaining locks on the storage unit, as well as the safe keeping and replacement of any equipment stored in such unit.

7. City Obligations. The City shall be responsible for maintenance of the Licensed Property, including any mowing, irrigation, or other overall maintenance required and necessary for upkeep of Field 3 and the surrounding Wilson Park area.

8. Branding. Ambassador shall not install, display, or otherwise incorporate any branding, signage, logos, or other promotional materials on the Licensed Property without the prior written consent of the City, which may be granted or denied in the City’s sole and absolute discretion. Notwithstanding the foregoing, the City has approved the following branding activities:
(i) in-season branding of backstop and dugout fencing using temporary vinyl banners; (ii) branding of temporary outfield fencing on game days; and (iii) placement of a school-branded storage unit on the Licensed Property, subject to the terms outlined herein. Any additional branding or promotional displays beyond those expressly approved herein must receive separate written consent from the City.

9. Restriction on Assignment/Sublease . Ambassador shall not assign, transfer, sublease, or otherwise give the rights afforded by this License Agreement, such as use of the 2979/062579-0164
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Licensed Property, to any other party not subject to this Agreement, without the prior written consent of the City in its sole and absolute discretion.

10. Default. In the event of a Default under this Agreement, the Defaultee Party shall give written notice to the Defaulting Party that a Default has occurred, and the Defaulting Party will have thirty (30) days to cure such Default. If the Default is not cured within thirty (30) days of this notice, at its sole option and in its sole direction, the Defaultee Party has the absolute right to terminate this Agreement without any further obligations thereunder.

11. Dispute Resolution. In the event of any dispute or difference arising from this Agreement or from the use or proposed use of the Licensed Property, then, in this event, said dispute or difference should be settled and arbitrated jointly by the City Manager and respective Ambassador designee. If the representatives of the Parties cannot settle the dispute, a neutral third party shall be selected by the Parties to serve as arbitrator. The decision of the arbitrator shall be final, and both Parties expressly agree to be bound by any decision. The Parties shall split any costs associated with the third party arbitrator equally.

12. Indemnity and Hold Harmless . Ambassador will indemnify, defend, and hold harmless City, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively "City Affiliates") from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of agreement, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of Ambassador, its officers, employees, agents, or vendors.

Ambassador obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. In the event of any dispute between Ambassador and City, as to whether liability arises from the sole negligence of City Affiliates, Ambassador will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates as solely negligent.

Ambassador will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation.

13. Insurance Coverage. Ambassador must maintain at their sole expense the following insurance, which will be full coverage, not subject to self insurance provisions:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this 2979/062579-0164
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project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or if Ambassador has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. ( Note – required only if auto is used in performance of work).

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Sexual Abuse or Molestation (SAM) Liability: If the activity will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Ambassador shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

The insurance provided by Ambassador will be primary and non- contributory. City, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.

If Ambassador maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Ambassador. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

14. Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law, to be served on or given to either Party to this Agreement by the other Party, shall be in writing and shall 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:

Ambassador: Ambassador Christian School
2300 Crenshaw Boulevard
Torrance, CA 90501
Attn: Dr. Michael Barker

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City: City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Attn: City Clerk

With a copy to:

City of Torrance
Community Services Department
3031 Torrance Boulevard
Torrance, CA 90503
Attention: John La Rock, Community Services Director
Email: [email protected]
Fax: 310-618-2930

Either Party may change its address for the purpose of this Section by giving written notice of the change to the other Party.

15. Amendment. The provisions of this Agreement may be amended or modified only by mutual consent and written agreement of the Parties.

16. Governing Law . This Agreement 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 Agreement will be in Los Angeles County.

17. Entire Agreement. This Agreement constitute the sole agreements between City and Ambassador in respect to the use of the Licensed Property by Ambassador, and correctly sets forth the obligations of City and Ambassador. Any agreement or representations respecting the subject matter or its licensing by City to Ambassador not expressly set forth in this instrument are void.

18. Invalidity. The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon City and Ambassador and their respective successors and assigns.

20. Construction. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

21. Authority/Modification. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement.

The City Manager, or City Manager’s designee, may execute any such amendment on behalf of City.
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22. Counterparts. This Agreement 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 Follow]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first herein above written.

CITY OF TORRANCE AMBASSADOR HIGH SCHOOL

_______________________________ ________________________________ Aram Chaparyan Michael R. Barker, Ed. D.

City Manager Head of School

APPROVED AS TO FORM:

________________________________
Patrick Q. Sullivan
City Attorney

Field 3

EXHIBIT A
Field 2
Field 1
Field 4
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LICENSE AGREEMENT BETWEEN THE CITY OF TORRANCE

AND GARCIAPARRA BASEBALL GROUP, LLC FOR USE OF
CHARLES H. WILSON PARK FIELDS 3 AND 4

THIS LICENSE AGREEMENT (“Agreement”) by and between the CITY OF TORRANCE (City), a municipal corporation, and GARCIAPARRA BASEBALL GROUP, LLC (“Garciaparra”), a California limited liability corporation, is made and entered into this 17th day of June 2025 (“Effective Date”). The City and Garciaparra are at times referred to individually as a Party, or collectively as the Parties.

WHEREAS, Garciaparra Baseball Group (“Garciaparra”) is a premier high school level and youth baseball club;

WHEREAS, the City is owner of Charles H. Wilson Park (“Wilson Park”) and the Gene Barnett Athletic Fields, where the City provides recreation facilities and services for community sports and recreation activities;

WHEREAS, the Parties have mutual interest in providing an area for Garciaparra Baseball Group to practice and play games at the Gene Barnett Athletic Fields – Field 3 and 4; and

WHEREAS, the Parties wish to enter into this License Agreement in order to advance the Parties mutual interest.

NOW, THEREFORE, based on the foregoing recitals, City and Garciaparra agree as follows:

1. License; Description of Property. City grants a non-exclusive license (“License”) to Garciaparra for use, on the terms and conditions provided in this Agreement, of a portion of the Gene Barnett Athletic Fields, identified as Field 3 and 4 (“Licensed Property”). The location of the Licensed Property is depicted on the map attached as Exhibit 1 and is incorporated by reference. City’s action is not, and should not be construed to be a conveyance of property interest or a lease; rather it is a revocable license for Garciaparra teams, students, coaches, parents, and staff to enter Wilson Park solely for sports and recreation activities related to Garciaparra sponsored athletic events.

2. Term. This Agreement shall become effective commencing on the Effective Date and shall be in force for a period of ten (10) years, terminating May 31, 2035. However, Garciaparra shall not have any right to use the Licensed Property until September 1, 2025, at which point the License itself shall commence.

3. Use of Licensed Property . Garciaparra may utilize the Licensed Property for practice and games, as further conditioned below, beginning September 1, 2025 and ending June 1, 2026. In no event shall Garciaparra’s total use of the Licensed Property exceed 224 dates per calendar year, inclusive of practices, games, and other authorized uses.

ATTACHMENT 2
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a. Youth U14 use. Garciaparra may utilize the Licensed Property for practices Tuesday through Thursday from 5:30 p.m. to 8:30 p.m. PST. Garciaparra shall submit a practice schedule to the City for review in August and January of each year for City approval.
b. High School U18 use . Garciaparra may utilize Field 3 of the Licensed Property for games on three (3) priorly agreed upon Sundays per month from 9:00 a.m. to 5:00 p.m. PST. Garciaparra shall submit a games schedule to the City for review in August and January of each year for City approval.

The City reserves the right, in its sole and absolute discretion, to determine whether any game(s) conflict with another City events or community activity, and therefore reschedule the game(s) for another day or move the game(s) to a neighboring field within Wilson Park.
c. City Adjustment to Use Schedule . The City reserves the right, in its sole reasonable discretion, to adjust the days and hours the Licensed Property may be used by Garciaparra for youth U14 and high school baseball U18 use, in order to accommodate and allow for the reasonable scheduling of community sports and recreation programs within the City and Wilson Park.

Garciaparra must allow for at least a thirty (30) minute period of time between any time it uses the Licensed Property and another party’s use thereof, whether the City or a third party, in order for the City to prepare the Licensed Property. The City shall exercise this right in good faith and any adjustments shall be made only when necessary to accommodate and allow for the reasonable scheduling of community sports and recreation programs within the City and Wilson Park, and shall use good faith efforts to provide access to the Licensed Property during the originally stated times in the agreement. The City shall provide written notice of any schedule changes at least seven (7) days in advance, except in cases of emergency. The City shall work collaboratively with Garciaparra to find mutually agreeable alternative times for Garciaparra’s use of the Licensed Property. d. Storage Unit. Garciaparra shall be permitted to keep an organizationally branded storage unit on the Licensed Property, for the Term of this Agreement, at a location selected by the City in its sole and absolute discretion. Garciaparra shall be responsible for the maintenance and repair of the storage unit to the reasonable satisfaction of the City. Garciaparra may not place any other structures or equipment on the Licensed Property, or otherwise construct any capital improvements or replacements on the Licensed Property without the prior written consent of the City.

4. Capital Improvement Payment. Within ten (10) days of the Effective Date of this Agreement, Garciaparra shall remit to the City a lump sum payment of One Hundred Seventy One Thousand Dollar ($171,000.00) (“Initial Payment”) to facilitate the City’s field conversion project (“Project”) which includes the sodding of the outfield; formation of infield baselines at 60 foot intervals; and construction of freestanding 30-foot poles with attached safety net along the first and third base lines. If the construction costs of the Project exceed that of the Initial Payment, 2979/062579-0164
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Garciaparra shall reimburse City for the additional costs to complete the Project, up to an additional five (5) percent of the Initial Payment (“Contingency Payment”). Garciaparra shall pay the Contingency Payment within ten (10) days of receipt of such payment request by the City (“Contingency Payment Request”). Such Contingency Payment Request shall include all costs of the Project paid by the City to date.

5. Rental Fees. Commencing in August 2028, which is the fourth anniversary of the Term of this Agreement, Garciaparra shall be required to pay any applicable City field rental or other fee for use of the Licensed Property, as provided by the City’s adopted Master Fee Schedule, as may be amended from time to time, in effect at the time of the Garciaparra’s use of the Licensed Property.

6. Garciaparra Obligations. Garciaparra shall prepare the Licensed Property prior to any use by Garciaparra students, coaches, staff members, parents, or other school invitee to ensure that the field is ready for use and complies with all California Interscholastic Federation (CIF) regulations. Garciaparra shall also remove all items used to prepare the field at the conclusion of each practice session or game. Such tasks include, but are not limited to, the installation and remove of all field bases, the installation and removal of the temporary pitcher’s mound, and the removal and disposal of any waste brought onto the Licensed Property by Garciaparra players, parents, coaches, and staff, all to the reasonable satisfaction of the City Manager. Garciaparra shall also be responsible for maintaining locks on the storage unit, as well as the safe keeping and replacement of any equipment stored in such unit.

8. Branding. Garciaparra shall not install, display, or otherwise incorporate any branding, signage, logos, or other promotional materials on the Licensed Property without the prior written consent of the City, which may be granted or denied in the City’s sole and absolute discretion. Notwithstanding the foregoing, the City has approved the following branding activities:
(i) in-season branding of backstop and dugout fencing using temporary vinyl banners; (ii) branding of temporary outfield fencing on game days; and (iii) placement of a branded storage unit on the Licensed Property, subject to the terms outlined herein. Any additional branding or promotional displays beyond those expressly approved herein must receive separate written consent from the City.

9. Restriction on Assignment/Sublease . Garciaparra shall not assign, transfer, sublease, or otherwise give the rights afforded by this License Agreement, such as use of the Licensed Property, to any other party not subject to this Agreement, without the prior written consent of the City in its sole and absolute discretion.

11. Dispute Resolution. In the event of any dispute or difference arising from this Agreement or from the use or proposed use of the Licensed Property, then, in this event, said dispute or difference should be settled and arbitrated jointly by the City Manager and respective Garciaparra designee. If the representatives of the Parties cannot settle the dispute, a neutral third party shall be selected by the Parties to serve as arbitrator. The decision of the arbitrator shall be final, and both Parties expressly agree to be bound by any decision. The Parties shall split any costs associated with the third party arbitrator equally.

12. Indemnity and Hold Harmless . Garciaparra will indemnify, defend, and hold harmless City, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively "City Affiliates") from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of agreement, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of Garciaparra, its officers, employees, agents, or vendors. Garciaparra obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. In the event of any dispute between Garciaparra and City, as to whether liability arises from the sole negligence of City Affiliates, Garciaparra will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates as solely negligent.

Garciaparra will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation.

13. Insurance Coverage. Garciaparra must maintain at their sole expense the following insurance, which will be full coverage, not subject to self insurance provisions:

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or if Garciaparra has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. ( Note – required only if auto is used in performance of work).
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4. Sexual Abuse or Molestation (SAM) Liability: If the activity will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Garciaparra shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

The insurance provided by Garciaparra will be primary and non- contributory. City, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.

If Garciaparra maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Garciaparra. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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Garciaparra: Garciaparra Baseball Group
1246 8th Street
Manhattan Beach, CA 90266
Attn: Michael Garciaparra

City: City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Attn: City Clerk

With a copy to:

City of Torrance
Community Services Department
3031 Torrance Boulevard
Torrance, CA 90503
Attention: John La Rock, Community Services Director
Email: [email protected]
Fax: 310-618-2930

Either Party may change its address for the purpose of this Section by giving written notice of the change to the other Party.

15. Amendment. The provisions of this Agreement may be amended or modified only by mutual consent and written agreement of the Parties.

17. Entire Agreement. This Agreement constitutes the sole agreements between City and Garciaparra in respect to the use of the Licensed Property by Garciaparra, and correctly sets forth the obligations of City and Garciaparra. Any agreement or representations respecting the subject matter or its licensing by City to Garciaparra not expressly set forth in this instrument are void.

18. Invalidity. The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 2979/062579-0164
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19. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon City and Garciaparra and their respective successors and assigns.

The City Manager, or City Manager’s designee, may execute any such amendment on behalf of City.

2979/062579-0164
22221530.2 a06/11/25 -8-

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first herein above written.

CITY OF TORRANCE GARCIAPARRA BASEBALL GROUP,
LLC

_______________________________ ________________________________ Aram Chaparyan Michael Garciaparra
City Manager Founder and Owner

APPROVED AS TO FORM:

________________________________
Patrick Q. Sullivan
City Attorney

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EXHIBIT A
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Torrance City CouncilJune 17, 2025

Torrance City Council
June 17, 2025