8F
Date: June 23, 2026
To: Honorable Mayor and Members of the City Council
From: Aram Chaparyan, City Manager
Ted Stevens, Community Services Director
By: Carlos Huizar, Management Associate | [email protected] Krystle Covarrubias, Senior Business Manager | [email protected] Subject: City Manager and Community Services – Approve Facility Branding and Use Agreement for Roller Rink Facility at Charles H. Wilson Park and Adopt Categorical Exemption Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15301 (Class 1 – Existing Facilities) and Section 15302 (Class 2 – Replacement or Reconstruction). Expenditure: None.
RECOMMENDATION
Recommendation of the City Manager and Community Services Director that City Council:
1. Approve a Facility Branding and Use Agreement with Anschutz L.A. Soccer, Inc. and The Los Angeles Kings Hockey Club, L.P. for the roller rink facility at Charles H. Wilson Park for a five-year (5) term beginning June 1, 2026 and ending May 31, 2031; and
2. Adopt a finding of categorical exemption pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15301 (Class 1 – Existing Facilities) and Section 15302 (Class 2 – Replacement or Reconstruction).
FUNDING
None required.
DISCUSSION
In June 2022, City Council approved an agreement with Anschutz L.A. Soccer II, LLC (LA Galaxy) to establish a partnership focused on community programming, facility enhancements, and branding opportunities at the roller rink facility at Charles H. Wilson Park (Wilson Park Roller Rink).
This partnership built upon the City’s successful collaboration with LA Galaxy at the Torrance Sports Complex and introduced futsal, a small-sided, 5-on-5 soccer format typically played on hard surfaces, as a new recreational offering for the community. As part of the agreement, LA Galaxy contributed $30,000 toward rink improvements, including resurfacing and related facility upgrades, and committed to hosting free annual futsal clinics. The partnership also included branding elements such as facility signage and rink graphics, as well as a community-focused media event tied to regional programming.
1 City Council
June 23, 2026
As a result of the 2022 agreement, the Wilson Park Roller Rink was upgraded with a new sport court surface capable of supporting a wide range of recreational uses, including roller hockey, pickleball, basketball, volleyball, and adaptive programming. These improvements significantly enhanced the functionality of the facility and reinforced its role as a multi-use community asset.
The 2022 agreement established an initial three-year term, with an option to extend for an additional four-year period through 2029, and created a strong foundation for activating the Wilson Park Roller Rink as a multi-use recreational and community engagement space.
Building on the success of this partnership, staff worked with Anschutz Entertainment Group (AEG) to develop a new agreement that expands the scope, investment, and programming opportunities at the facility. This included expanding the agreement to include the LA Kings, reflecting transition from a prior media-partner-supported model to a broader sports-based partnership. This evolution allows the City to leverage the involvement of two major professional sports organizations to enhance programming, visibility, and community engagement opportunities.
Overview of Key Enhancements
The proposed agreement builds upon the framework established in 2022 and retains many of the core provisions related to maintenance, insurance, operations, and general use of the facility.
However, the agreement expands the partnership to include both LA Galaxy and LA Kings, reflecting AEG’s broader sports and entertainment portfolio and creating new opportunities for community programming and facility activation. The proposed agreement sets a five-year term through May 31, 2031.
The proposed agreement introduces several key enhancements that build upon the success of the existing partnership:
• Expanded Partnership and Programming – The agreement expands from a single partner to include both the LA Galaxy and LA Kings. Each team may host up to three events annually, for a total of six events per year, allowing for a broader range of soccer- and hockey-related programming.
• Enhanced Community Engagement – The agreement continues and strengthens the focus on community programming through youth clinics, public events, and co-branded initiatives that promote recreational access and community participation. • Increased Financial Investment – AEG will provide a total contribution of $100,000, paid in two installments, representing a substantial increase from the initial $30,000 contribution under the prior agreement.
• Facility Improvements – The funding will support targeted capital improvements at the Wilson Park Roller Rink, including installation of a new scoreboard, lighting upgrades, and cooling fans. These enhancements are intended to improve functionality, safety, and the overall user experience.
• Expanded Branding Opportunities – Branding and sponsorship opportunities will be broadened to include both the LA Galaxy and LA Kings, with additional signage elements such as dasherboard-style installations and enhanced visibility throughout the facility. 2 City Council
June 23, 2026
While the new agreement represents a strategic expansion of the City’s existing collaboration with AEG, the City will continue to be responsible for maintenance and operations of the facility. This ensures operational continuity while introducing expanded community programming through the collaboration, allowing the City to expand upon a successful partnership.
Accordingly, it is recommended that City Council:
1. Approve a Facility Branding and Use Agreement with Anschutz L.A. Soccer, Inc. and The Los Angeles Kings Hockey Club, L.P. for the roller rink facility at Charles H. Wilson Park for a five-year (5) term beginning June 1, 2026 and ending May 31, 2031; and
2. Adopt a finding of categorical exemption pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15301 (Class 1 – Existing Facilities) and Section 15302 (Class 2 – Replacement or Reconstruction).
ENVIRONMENTAL FINDINGS
The proposed project is categorically exempt from the requirements of CEQA pursuant to Guidelines Sections 15301 (Class 1 – Existing Facilities) and 15302 (Class 2 – Replacement or Reconstruction), as the project consists of the replacement and minor alteration of existing park improvements, including fencing, scoreboard facilities, and signage, involving negligible or no expansion of existing use or capacity. Furthermore, none of the exceptions set forth in CEQA Guidelines Section 15300.2 apply to the project.
ATTACHMENT
1. Facility Branding and Use Agreement with LA Galaxy and LA Kings 3 EXECUTION VERSION
F
ACILITY BRANDING AND U
SE AGREEMENT
by
and
among
A
nschutz L.A. Soccer, Inc. and The Los Angeles Kings Hockey Club, L.P., on the one hand, an
d
T
he City of Torrance, California
, on the other hand.
da
ted
May 29, 2026
ATTACHMENT 1
4 F ACILITY BRANDING AND USE AGREEMENT
T
HIS FACILITY BRANDING AND
USE
AGREEMENT (this “Agreement”) is entered
into effective as of this 6th day of May , 2026 (the “Effective Date ”), by and among (i) Anschutz L.A. Soccer, Inc., a Delaware corporation (the “Galaxy”) and The Los Angeles Kings Hockey Club, L.P. (the “Kings” and together with the Galaxy, the “ AEG Entities”), on the one hand, and (ii) the City of Torrance, a municipal corporation (the “ City ”), on the other hand. The AEG Entities and the City are sometimes referred to herein individually as a “ Party” or collectively as the “Parties.”
I
. RECITALS
1.1 City Facilities. The City is a municipal corporation
located in the County of Los
Angeles, State of California. The City is the legal owner of Charles H. Wilson Park (Assessor Parcel Numbers 7359 -011-911 and 7359 -011-912) (“ Wilson Park ).” and all of its associated amenities, including the Wilson Park Roller Rink (the “ Rink”) . The Rink is depicted on the site map attached hereto as Exhibit A (the “Site Map”).
1.2 Galaxy; Kings. Galaxy is the owner of
a
professional soccer
team
that competes in
the soccer league owned and organized by Major League Soccer, L.L.C. (“ MLS”) known as the “LA Galaxy.” Kings is the owner of a professional hockey team that competes in the hockey league owned and operated by the National Hockey League (the “ NHL”) known as the “LA Kings.” For the sake of clarity, Anschutz Entertainment Group, Inc. (“ AEG ”) is the controlling parent entity of each of Galaxy and Kings.
1.3 Purpose.
At
this time, Galaxy and Kings desire to ( i) utilize the Rink, on an exclusive basis, during certain times, as described more fully in Section 2.1 below, for the duration of the Term (as defined below) and for the purposes set forth herein , and (ii) receive certain other rights in connection with its use of the Rink, including certain branding rights, as set forth herein.
The City desires to make
the Rink, and such
other rights, available to the
AEG Entities
, upon the
terms and conditions hereinafter set forth.
AG
REEMENT
N
OW, THEREFORE, with reference to the foregoing recitals, each of which is incorporated herein as part of this Agreement, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the rec eipt of which is hereby acknowledged, the Parties hereby agree as follows:
II.
AEG ENTITIES
USE OF FACILITIES
2.1 Exclusive Use of Rink. Each of the AEG Entities (i.e., Galaxy and Kings) shall have the right, without any additional compensation, to use the Rink for up to three (3) events open to the general public (i.e., six (6) events in the aggregate) each calendar year during the Term (as defined below) (each such period, an “Exclusive Use
Period
”). T he City and
the AEG Entities
shall coordinate and mutually agree to the specific date(s)/time(s) for each Exclusive Use Period; 5 EXECUTION VERSION
provided that, (i) each Exclusive Use Period shall only take place during the normal operating hours of the Rink (i.e., between the hours of 8:00 A.M. Pacific Time and 10:00 P.M. Pacific Time) (inclusive of pre-Exclusive Use Period access for set-up and post-Exclusive Use Period access for clean-up) and (ii) City recognized holidays during each calendar year shall never be an Exclusive Use Period, unless previously approved by the Torrance City Council or the City Manager and/or the City Manager’s designee. For the avoidance of doubt, use of the Rink for each Exclusive Use Period
shall
include
the Rink main entrance, the playing surface area and perimeter viewing areas adjacent to the Rink (including all bleachers).
2.2 Non-Exclusive Facilities . During each Exclusive Use Period,
the AEG Entities
shall also have the right to use, on a non - exclusive basis, the facilities consisting of communal areas located at the
Rink (
e.g. the bathroom facilities and concrete areas surrounding the
Rink
’s
south facing entrance).
2. 3 Term. The term of this Agreement (the “ Term”) shall commence on
June 1, 2026
(the “Commencement Date”) and shall expire on May 31, 2031 (the “ Termination Date ”). The AEG Entities and the City agree that the Term may be extended, at any time prior to the Termination Date, pursuant to the mutual
written
agreement of the Parties.
2. 4 Compliance with
Rink
Rules.
Each AEG Entity
and its
i
nvitees (for the avoidance
of doubt this also includes those individuals attending and/ or participating in any of the events taking place during an Exclusive Use Period
)
shall comply with the
rules and protocols
implemented by the City with respect to the Rink (the “ Rink Rules”), as amended from time to time. The current Rink Rules are attached hereto as Exhibit B.
2.5 Fan Activities. During the Term,
each AEG Entity
and its invitees shall have the
right, without any additional consideration, to conduct ancillary fan activities , such as, without limitation, player autograph sessions
and
meet and greets (collectively, “Fan Activities ”) at the Rink , whether during an Exclusive Use Period or otherwise ; provided that, if one of the AEG Entities or its invitees desires to conduct any Fan Activities outside of
an
Exclusive Use Period,
the applicable AEG Entity or such invitee, as applicable, shall first obtain the written consent of the City.
The AEG Entities
shall reasonably coordinate with
the City
to ensure adequate security
for any such Fan Activities.
The AEG Entities
hereby acknowledge and agree that each AEG
Entity, as applicable, will be responsible for coordinating, furnishing, overseeing and covering the costs for all
security services
in connection with any Fan Activities. Any Fan Activities involving more than two hundred fifty
(250) attendees shall be coordinated with the Torrance Police Department in advance of the Fan Activities and security measures shall be incorporated to the satisfaction of the Torrance Police Chief at the sole expense of
the applicable AEG Entity
. Each
AEG Entity shall be solely responsible , severally, for any damage, and cost of repair associated therewith, to the Rink or Wilson Park
caused directly by such AEG Entity or one of its invitees during Fan Activities outside of ordinary wear and tear or othe r repairs that are the City’s sole responsibility as set forth herein. Any such Fan Activities shall not unreasonably interfere with the operation of the Rink or Wilson Park by the City or any permitted user(s).
III
. GENERAL OPERATIONS
6 EXECUTION VERSION
3.1 Upgrades. The City shall, at its sole cost and expense , be responsible for the installation of (i) a new scoreboard (located on the south wall of the Rink) to feature branding of both the LA Kings and the LA Galaxy
(the design of which is
set forth at
Exhibit C
attached
hereto), pursuant to specifications mutually agreed to by the City and the AEG Entities , which will be secured pursuant to a purchase order within ninety (90) days following the First Installment Date (as defined below) ; (ii) new lighting throughout the Rink, which shall be secured within ninety (90) days of the Second Installment Date (as defined below) and (iii) new cooling fans throughout the Rink, which will be secured pursuant to a purchase order within ninety (90) days following the First Installment Date (collectively, t he “
Upgrades
”).
The City hereby
acknowledges and agrees that the AEG Entities’ execution and performance of this Agreement is conditioned, among other things, upon the City’s adherence to the deadlines set forth above . In the event the City fails to secure the purchase orders
with respect to
the Upgrades by each specified
deadline, for any reason (including due to a Force Majeure Event), the AEG Entities shall have
the
right to terminate this Agreement, without penalty , effective immediately. In addition,
the City
acknowledges and agrees that time is of the essence to complete the installation of each Upgrade at the Facility and agrees to use commercially reasonable efforts to install each Upgrade as promptly as possible following acquisition of the necessary materials and/or equipment.
3.2 Maintenance
.
3.2.1 The City shall, at its sole cost and expense (except as otherwise expressly set forth herein), be responsible for the maintenance and care of the entire Rink (including
, without limitation,
all other areas in and around
the Rink
, such as the restrooms,
lighting features and fencing
)
as necessary to maintain such areas at the same standards set forth in this Agreement . With respect to the
Rink,
the City shall not allow significant deferred
maintenance which would prevent or adversely affect the
AEG Entities’
or their invitees’ use
thereof during any Exclusive Use Period.
3.2.2 AEG Entities Alterations and Damage . Except as otherwise expressly provided herein, the AEG Entities shall not mark, paint, drill into or in any way mar or deface any part of the
Rink
, nor shall the AEG Entities
make any alterations or improvements in
or to the Rink
without the prior written approval of the City, which may be withheld in the City’s sole discretion. Any improvements which may be made by
either AEG Entity
in any part of the
Rink which become permanently affixed to the
Rink
or the applicable improvements thereon shall
become the property of the City and, upon expiration of the Term, shall be surrendered by the
AEG
Entities and shall remain with the
Rink
;
provided, however,
that no
S
ignage (as defined below)
shall qualify as a permanent fixture.
The AEG Entities
shall be solely responsible
for
any damage,
and cost of repair to the Rink caused directly by
the AEG Entities
or one of their invitees during
an Exclusive Use Period outside of ordinary wear and tear or other repairs that are the City’s sole responsibility
as set forth herein
.
3.2.3 Casualty Damage
.
To the extent
the
Rink is rendered un
usable
due
to damage in connection with an unforeseen casualty (e.g., an earthquake, act of vandalism, etc.) (in each case, a “
Casualty
”), the City shall be solely responsible for restoring the
Rink
to the
specifications set forth here in , including all costs associated therewith, which restoration shall be completed within
six (
6) months of the date of such Casualty.
7 EXECUTION VERSION
3.3 Event Equipment/Supplies. Except as otherwise provided herein,
each AEG Entity
shall be responsible, at the applicable AEG Entity’s sole cost and expense, for supplying all equipment and other materials need to conduct any permitted event hosted by such AEG Entity (including during any Exclusive Use Period).
3.4 Intentionally Omitted.
3.5 Utilities.
The
City shall furnish, without cost to
the AEG Entities
, all utilities
necessary for the operation of the Rink , including, without limitation, electric power, water, waste disposal and sewer services as is reasonably necessary or appropriate
for use of the Rink and
ancillary areas as contemplated herein and as presently is provided to the
Rink
at the
commencement of the term.
In addition, the City shall be responsible for all costs
associated with
and the coordination of
non-
hazardous waste
collection at the
Rink
,
including providing
an
appropriate number of trash receptacles at the Rink and ensuring that all
such
non-hazardous waste
is collected and disposed of from the
Rink
on a daily basis following any AEG Entity hosted event.
3.6 Security. The City shall be responsible, at its sole cost and expense, for providing general security at all times (i.e. , during both use and non -use periods, including any Exclusive Use Periods) at the
Rink
as deemed appropriate by the City in its sole but reasonable discretion
,
including, but not limited to, locking and unlocking all entrances to the
Rink
at relevant opening
and closing times.
Neither
AEG Entity nor any of its
respective
invitees shall be responsible for
procuring, providing or paying for any
s
ecurity at the
Rink
during the Term (including any
extension thereof)
except as
may be required from time to time pursuant to
Section
2.5. IV.
SPONSORSHIP RIGHTS
4.1 Signage Rights.
During
the Term (including any extension thereof),
City
shall have
the exclusive right to sell or otherwise provide signage, promotional and advertising opportunities (collectively, the “Signage”) located at the Rink
, including all naming rights with respect to the
Rink and all other city owned or operated facilities adjacent thereto . Notwithstanding the foregoing, each AEG Entity shall have the right to
place
Signage in or around the Rink for each of
the LA Galaxy and the LA Kings, as
set forth at
Exhibit C and in Section 4.2
,
Section 4.3
and
Section 4.4 below. City hereby agrees that no advertisements, signage or other marketing rights will be provided to any other professional s occer team or professional hockey team within or around the Rink.
4.2 Rink Entrance and Perimeter Signage .
T
he AEG Entities will have the right , at
their sole cost and expense, to install certain Signage located at (i) the exterior south entrance to the Rink, (ii) the exterior north entrance to the Rink
and (iii)
along one or more of the four (4)
sides (i.e., north, south, east and west) of the vertical “wings” of the interior of the Rink, provided that the installation of such signage does not require access to or work directly above the floor of the Rink ((i), (ii) and (iii) collectively, the “Rink Entrance and Perimeter Signage”), as set forth in greater detail at Exhibit C attached hereto. The Rink Entrance and Perimeter Signage shall include the names and/or logos of each of the LA Galaxy and the LA Kings , and, shall in each case, be 8 EXECUTION VERSION
subject to mutual approval of the City and the AEG Entities prior to installation. The AEG Entities shall be solely responsible for any replacements of any Rink Entrance and Perimeter Signage as may be required during the Term.
4.3 Rink Dasherboard Signage. The AEG Entities will have the right, at their sole cost and expense, to install eight (8) static dasherboard signs (four (4) of which shall feature the LA Galaxy and four (4) of which shall feature the LA Kings) along the interior of the Rink (the “Rink Dasherboard Signage ”), as set forth in greater detail at Exhibit C attached hereto. The Rink Dasherboard Signage shall, in each case, be subject to mutual approval of the City and the AEG Entities prior to installation.
The AEG Entities
shall be solely responsible for any replacements
of any Rink
Dasherboard
Signage as may be required during the Term.
4.4 Rink Floor Signage.
The
AEG Entities will have the right, at its sole cost and expense, to implement Signage on the floor of the Rink , which shall include the logos of the LA Galaxy and the LA Kings (the “
Floor Signage
”), as set forth in greater detail at
Exhibit C
attached
hereto. All Floor Signage shall be subject to the prior reasonable review and consent of the City.
For the avoidance of doubt, no names, logos, trademarks or other indicia of any other party shall be included or displayed on the floor of the Rink during the Term.
4.5 City Regulations Compliance. Signage must comply with
the
Torrance Municipal
Code (the “ Municipal Code ”) and the sign regulations and guidelines of the City, and any permit requirements associated therewith. Sign age may not be installed unless approved in both design and application,
and
issued a permit or other City approval by the City of Torrance.
For safety
reasons the City must approve the installation methods for
S
ign
age
and may require temporary
signs to be weighted down. The City may require certain installation methods that do not damage the synthetic fields, the fencing, or any other portion of the
Rink
.
For the avoidance of doubt, no
Signage will
be placed on public walkways, within parking lots or within public right if ways.
Furthermore, no
Signage
will obstruct ADA access or free passage of pedestrians on and to
public
sidewalks, walkways around and within
Wilson Park,
the entrance to the
Rink
, or the walkways
inside of the
Rink.
Size, dimensions and other non
-
content related specifications of
Signage
are
subject to applicable City Building Code and Municipal Code monitoring, oversight, inspection, and enforcement by the City or its designee.
4.6 Signage Costs.
The AEG Entities
shall be responsible, at
their
sole cost and
expense, for all costs in connection with the design, construction and installation of all Rink Entrance and Perimeter Signage
, Rink Dasherboard Signage
and all Floor Signage, including any
expenses required in connection with
any changes or adjustments thereto. The City shall be solely responsible for the design, construction, installation and maintenance of
all other
Signage
(including any Signage containing the name of the Rink (including any naming rights partner) ) within the Rink or any
other areas that are owned or operated by the City
.
The City shall be
responsible, at its sole cost and expense, for all costs in connection with the design, construction and installation of
any
wayfinding signage providing directions or information about the location of the Rink, including any expenses required in connection with any changes or adjustments there
to
.
9 EXECUTION VERSION
4.7 AEG Entities License . City shall have no right whatsoever to use any logos, slogans or other identifying symbols , including, but not limited to, team name, nickname or uniform design, of LA Galaxy, LA Kings, MLS, NHL or any of their sponsors or affiliated entities or persons (collectively, the “
Licensed Marks
”) for any purposes whatsoever without the express
prior written consent of the applicable AEG Entity , in each and every instance, which consent may be granted or withheld in the sole and absolute discretion of such applicable AEG Entity. Any use of the Licensed Marks
of
LA Galaxy consented to by Galaxy shall comply with the rules and guidelines promulgated from time to time by MLS and delivered to the City by Galaxy. Any use of the Licensed Marks of LA Kings consented to by Kings shall comply with the rules and guidelines promulgated from time to time by the NHL and delivered to the City by Kings.
The
City’s right to use any Licensed Marks
pursuant to this Section 4.
7 shall exist only during the Term
(and only for the specific instance consented to by the applicable AEG Entity ) and shall be non - assignable and non
-
transferable. For the avoidance of doubt, t he City acknowledges and agrees that the City shall have no right whatsoever hereunder to use any MLS Marks (as hereinafter defined) or NHL Marks (as hereinafter defined). As used herein, “MLS Marks
” shall mean (a) the
full team names, nicknames, uniform designs, logos, slogans, and other identifying symbols and indicia adopted at any time for commercial purposes by the member professional soccer clubs of the MLS, including, witho
ut limitation,
the LA
Galaxy, and (b) the MLS shield design, and other
identifying symbols and indicia adopted at any time for commercial purposes by the MLS or its affiliates, including, without limitation, the following names and phrases: Major League Soccer, MLS, MLS Cup, M LS Cup Playoffs, Supporters’ Shield, MLS All -Star Game,
Leagues Cup,
Eastern Conference, and Western Conference. As used herein , “ NHL Marks ” shall mean
the
names, nicknames, slogans, symbols, logos, emblems, insignia, colors, uniform designs and other indicia of the NHL’s member teams, including, without limitation, the LA Kings (collectively, the “Club Marks ”), words, phrases, slogans and the like derived from or incorporating any Club Marks, caricatures, graphics, images, designs and the like derived from the Club Marks or incorporating Club Marks or any recognizable part thereof.
4.8 City of Torrance License.
The AEG Entities
shall have no right whatsoever to use
any of City’s seal, logo s , slogan s , other identifying symbols and indicia adopted at any time by the City of Torrance (collectively, the “
City’s Licensed Marks
”) for any purpose whatsoever without
the express prior written consent of the City of Torrance in each and every instance, which consent may be granted or withheld in the sole and absolute discretion of City.
The AEG Entities’
right to
use the City’s Licensed Marks , as set forth above, shall exist only during the Term (and only for the specific instance consented to by
City
) and shall be non-assignable and non-transferable.
V. COMMUNITY ENGAGEMENT
5.1 Community Engagement Initiatives. The City and the
AEG Entities
hereby agree
to use good faith efforts to jointly develop community engagement programs at the Rink or other locations throughout the Cit y
, as well as co
-marketing and promotional tools to facilitate such
programs (e.g., mailing lists, registration data , etc.). Such programs, by way of example only, could include community youth soccer and/or floor hockey
clinics, “City of Torrance Night” at
one or more
LA Galaxy
and/or LA Kings
regular
season home games.
VI. REPRESENTATIONS AND WARRANTIES
10 EXECUTION VERSION
6.1 The City.
The City hereby represents and warrants that (i) it has the power and authority to execute and deliver this Agreement ; (ii) it has obtained any and all required permits, licenses, consents or authorizations that may be required in order to enter into this Agreement and perform the obligations set forth herein; and (iii) this Agreement and the performance thereof are not restricted by nor constitute a violation or default under any
other commitment, law, rule,
regulation or other agreement.
6.2 Galaxy. Galaxy hereby represents and warrants that (i) it has the power and authority to execute and deliver this Agreement; (ii) it has obtained any and all required permits, licenses, consents or authorizations that may be required in order to enter into this Agreement and perform the obligations set forth herein; and (iii) this Agreement and the performance thereof are not restricted by nor constitute a violation or default under any other commitment, law, rule, regulation or other agreement.
6.3 Kings. Kings hereby represents and warrants that (i) it has the power and authority to execute and deliver this Agreement; (ii) it has obtained any and all required permits, licenses, consents or authorizations that may be required in order to enter into this Agreement and perform the obligations set forth herein; and (iii) this Agreement and the performance thereof are not restricted by nor constitute a violation or default under any other commitment, law, rule, regulation or other agreement.
VII.
AEG ENTITIES
DONATION
7.1 AEG Entities Donation
. In consideration for
all rights as
described herein,
the AEG
Entities shall, collectively, pay to the City an amount equal to $ 10 0,000 (the “ Donation Fee”). The Donation Fee shall be paid by the AEG Entities in two (2) equal payments (i.e., $50,000), which shall be due and payable on or before June 30, 2026
(the “
First Installment Date
”) and June 30,
2027 (the “ Second Installment Date ”). In the event the AEG Entities fail to complete payment of the Donation Fee , the City shall have the right to terminate this Agreement, without penalty, effective immediately.
VIII. INSURANCE
8.1 City.
The City
shall, at the City’s sole cost and expense, during the Term (including any extension thereof), maintain the following insurance coverage (or its then reasonably available equivalent including self-insurance) for the Rink:
8.1.1 Commercial General and Umbrella Liability Insurance . The City shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance or equivalent
with a limit of not less than
Two Million Dollars ($2,000,000.00)
each occurrence and
Five Million Dollars ($5,000,000.00) in the aggregate. CGL insurance shall cover liability from premises, operations, independent contractors, product -completed operations, personal injury, advertising injury, and liability assumed under an insured contract.
11 EXECUTION VERSION
The AEG Parties (as hereinafter defined) shall be included as additional insureds under the CGL and under the commercial umbrella or equivalent, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the
AEG
Entities. There shall be no endorsement or modification of the CGL to make it excess over the other available insurance; alternatively, if the CGL states that it is excess or pro rata, the policy shall be endorsed to be primary with respect to the additional insured.
The City waives all rights against the
AEG
Parties for the recovery of damages to
the extent these damages are covered by the CGL or commercial umbrella liability insurance maintained pursuant to
Section
8.1.1 of this Agreement.
8.1.2 Workers’ Compensation and Employer’s Liability.
The City
shall maintain
statutory workers’ compensation and employer’s liability insurance of not less than One Million Dollars ($1,000,000.00) each accident, and
One Million Dollars ($1,000,000.00)
disease each
employee. The commercial umbrella
or equivalent
in excess of the employer’s liability limits shall
not be less than Five Million Dollars ($5,000,000.00) each accident for bodily injury by accident or
Five Million Dollars ($5,000,000.00)
each em
ployee for bodily injury by disease.
8.1.3 Property Insurance
.
8 .1.3.1 Throughout
the Term (including any extension thereof) , the City
shall obtain “all
-
risk” property insurance in the amount equal to 100% of the full replacement cost of the Exclusive Facilities and Non-Exclusive Facilities.
8 .1.3.2
General Requirements
. All property insurance shall include the
following extensions of coverage: vacancy or occupancy clause waived; no coinsurance; Waiver of Subrogation in favor of the
AEG
Parties; demolition and increased cost of construction; debris removal; coverage for foundations and all underground property; architect’s fees; resulting damage from faulty workmanship, material or design; and property in the care, custody or control of
the
insured.
8.1.4 Other. All such other insurance as
the City
determines appropriate in the
exercise of the City ’s reasonable business judgment.
8 .1.5 Insurance Carrier Standards
. Each insurance carrier shall (a) have a “Best’s”
rating of at least A:VIII or equivalent, and (b) unless otherwise agreed by the AEG Entities , be authorized to transact insurance business in the State of California.
8 .1.6
Evidence of Insurance
.
The City
shall furnish
the AEG Entities
with a
certificate of insurance or self insurance letter of certification executed by a duly authorized representative, showing compliance with the insurance requirements set forth above. All certificates shall provide for 30 days written notice to
the AEG Entities
prior to cancellation of any
insurance referred to therein. Failure of
the AEG Entities
to demand such certificate or other
evidence of full compliance with these insurance r equirements or failure of
the AEG Entities
to
identify a deficiency from evidence that is provided shall not be construed as a waiver of
the City
’s
obligation to maintain such insurance.
12 EXECUTION VERSION
8.1.7 Policy Requirements and Endorsements. All insurance policies required to be held by the City pursuant to this Agreement shall contain (by endorsement or otherwise) the following provisions:
(a) Cancellation/Reduction in Coverage Notice .
With respect to the interests
of the AEG Entities, if an insurance company elects to cancel insurance before the stated expiration date, or declines to renew in the case of a continuous policy, or materially reduces the coverage period by changing the retroactive date (if any), or the extended discovery period (if any), or reduces the stated limits other than by impairment of an aggregate limit, or materially reduces the scope of coverage which affects the AEG Entities’ interest, the City will provide the AEG Entities with
at least
thirty (
30) days prior written notice of such election.
(b) Mutual Waivers of Subrogation
.
Neither the City nor the AEG Entities shall
be liable to the other Party or Parties, as applicable, or to any insurance company (by way of subrogation or otherwise) insuring the other Party or Parties, as applicable, for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a standard policy of full replacement cost insurance for fire, theft and all risk covera g
e, or loss under worker’
s compensation laws and benefits, even
though such loss or damage might have been occasioned by the negligence of such Party, its agents or employees (this clause shall not apply, however, to any damage caused by intentionally wrongful actions or omissions).
8.2 AEG Entities.
The AEG Entities
shall, at the AEG Entities’ sole cost and expense,
during the Term (including any extension thereof), maintain the following insurance coverage (or its then reasonably available equivalent):
8.2.1 Commercial General and Umbrella Liability Insurance.
The
AEG Entities
shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than
Two Million Dollars ($2,000,000.00) each occurrence and Five Million Dollars ($5,000,000.00) in the aggregate . CGL insurance shall cover liability from premises, operations, independent contractors, product -completed operations, personal injury, advertising injury, and liability assumed under an insured
contract.
The City and its officers, agents and employees shall be included as an additional insured under the CGL and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self -insurance programs afforded to
the
City. There shall be no endorsement or modification of the CGL to make it excess over the other available insurance; alternatively, if the CGL states that it is excess or
pro rata
, the policy shall be
endorsed to be primary with respect to the additional insured.
The AEG Entities waive all rights against the City and its agents, officers, directors and employees, for the recovery of damages to the extent these damages are covered by the CGL or commercial umbrella liability insurance maintained pursuant to
this
Section
8.2.1. 8
.2.2 Workers’ Compensation and Employer’s Liability. The
AEG Entities
shall
13 EXECUTION VERSION
maintain statutory workers’ compensation and employer’s liability insurance of not less than One Million Dollars ($1,000,000.00)
each accident,
One Million Dollars ($1,000,000.00)
disease each
employee and One Million Dollars ($1,000,000.00)
policy limit, for non
-players of
each AEG
Entity. The commercial umbrella in excess of the employer’s liability limits shall not be less than Five Million Dollars ($5,000,000.00) each accident for bodily injury by accident,
Five Million
Dollars ($5,000,000.00) each employee for bodily injury by disease and Five Million Dollars ($5,000,000.00)
policy limit.
The AEG Entities waive all rights against the City and its agents, officers, directors and employees for recovery of damages to the extent that these damages are covered by the workers’ compensation and employer’s liability and commercial umbrella liability insurance obtained pursuant to
this
Section
8.2.2. 8.2.3 Other.
8 .2.3.1
Auto Liability
.
If the AEG Entities will be driving owned, non
-
owned and/or hired vehicles to the Rink , the AEG Entities agree to maintain business automobile liability insurance covering all owned, non
-
owned and hired vehicles with limits of not less than
One Million Dollars ($1,000,000) combined single limits for bodily injury and property damage.
8 .2.3.2 All such other insurance as the
AEG Entities
determine appropriate
in the exercise of the
AEG Entities’
reasonable business judgment; provided, however,
the AEG
Entities shall be responsible for insuring all property of the
AEG Entities
(including, without
limitation, coaches and staff).
8 .2.4 Insurance Carrier Standards
. Each insurance carrier shall (a) have a “Best’s”
rating of at least A-:VIII or equivalent, and (b) unless otherwise agreed by the City , be authorized to transact insurance business in the State of California.
8 .2.5 Evidence of Insurance
. The
AEG Entities
shall furnish
the City
with a
certificate of insurance executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth above.
The AEG Entities
shall provide for
thirty (30) days’ written notice to the City prior to cancellation of any insurance referred to therein.
Failure of
the City
to demand such certificate or other evidence of full compliance with these insurance requirements or failure of
the City
to identify a deficiency from evidence that is provided shall not
be construed as a waiver of the
AEG Entities’
obligation to maintain such insurance.
8 .2.6 Policy Requirements and Endorsements
. All insurance policies required
to
be held by the AEG Entities pursuant to this Agreement shall contain (by endorsement or otherwise) the following provisions:
(a) Cancellation Notice. With respect to the interests of the City , if an insurance company elects to cancel insurance before the stated expiration date, or declines to renew in the case of a continuous policy,
the AEG Entities
will provide
the City
at least thirty (30) days
prior written notice of such election.
14 EXECUTION VERSION
(b) Mutual Waivers of Subrogation . Neither the City nor the AEG Entities shall be liable to the other Party or Parties, as applicable, or to any insurance company (by way of subrogation or otherwise) insuring the other Party
or Parties, as applicable,
for any loss or
damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a standard policy of full replacement cost insurance for fire, theft and all risk cover age, or loss under worker’s compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such Party or Parties, as applicable
, its
or their agents or employees (this clause shall not apply, however, to any damage caused by intentionally wrongful actions or omissions).
IX. PARTIES; ASSIGNMENT
9.1 Assignment. Neither
Party
shall have the right, power or authority to assign all or any portion of this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however,
each AEG
Entity may assign
its
rights and obligations hereunder to any person or entity who directly or indirectly controls, is controlled by or is under common control with such AEG Entity.
Neither
the use of the Exclusive Facilities or Non
-
Exclusive Facilities by
any of
the AEG Entities’
invitees
shall constitute an assignment or other matter requiring the City’s consent hereunder.
X. INDEMNIFICATION
10.1 The City’s Indemnity
. Except as otherwise expressly set forth in this Agreement, the City shall defend, indemnify and hold harmless Galaxy, Kings, AEG, MLS, NHL and each of their affiliates, directors, officers, players, agents, invitees and employees (collectively, the “
AEG
Parties”) from and against any and all third - party claims arising from or in connection with: (i) the breach of this Agreement by the City or the City’s violation of, or the failure of the Rink or any part thereof to comply with, applicable laws, including
, without limitation,
the Americans with
Disabilities Act of 1990, as amended, ( ii
) the negligence or willful misconduct of
the City
or its
employees, agents, or contractors, except to the extent caused by the
gross
negligence or willful
misconduct of
an
AEG Party; or (iii) the use of the
Rink
by the City of or any third parties that are
not invitees
of
the AEG Entities
.
10.2 The AEG Entities Indemnity. Except as otherwise expressly set forth in this Agreement, the AEG Entities shall defend, indemnify and hold harmless the City, the successor agency to the former redevelopment agency of the City, the City Council of the City , each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively , the “City Parties”) from and against any and all third - party claims, arising from or in connection with: (i) the breach of this Agreement by one or both of the AEG Entities or the violation of applicable laws by one or both of the AEG Entities, or (ii) the negligence or willful misconduct of one or both of the AEG Entities or their invitees, or their respective partne
rs, directors, officers, players, agents, or employees, except to the extent caused by the negligence or willful misconduct of a
Cit
y Party.
15 EXECUTION VERSION
10.3 Procedures. The AEG Entities and the City further agree that in the case of any claim, demand, action or proceeding pursuant to Sections 10.1 and 10.2 against any one or more of the City Parties or AEG Parties, as applicable (the “Indemnitees”), the respective indemnifying party (the “Indemnifying Party ”) shall defend the Indemnitees at the Indemnifying Party’s expense by counsel reasonably satisfactory to the Indemnitees. In the event the Indemnifying Party does not provide a defense against any and all such claims, demands, liens, liabilities, actions or causes of action, threatened or actual, then the Indemnifying Party shall, in addition to the above, pay the Indemnitees’ reasonable outside attorneys’ fees, legal expenses and costs incurred by the Indemnitees in providing such defense and the I ndemnifying Party agrees to cooperate with the Indemnitees in such defense, including, but not limited to, the providing of affidavits and testimony upon request of the Indemnitees. The provisions of this
Article
X shall survive the expiration or
earlier termination of this Agreement.
XI. REMEDIES AND TERMINATION
11.1 Scope.
I
n the event of a breach by either Party of any of its obligations hereunder, the non-defaulting party shall be entitled to pursue any remedy available to it hereunder, at law or in equity, including, without limitation, the specific performance of this Agreement.
11.2 Breach. In the event of a breach by either Party of any provision of this Agreement, the non - breaching Party shall provide written notice to the breaching Party of such breach. If the breach is a failure to pay
any undisputed amount of money to City, then
the
AEG Entities shall
have ten (10) business days to cure the default. If the breach consists of anything other than the failure to pay money to the City, then beginning on the date of such notice, the breaching Party shall have
thirty (
30) days to remedy
such
breach (the “Cure Period”). If the breach is not remedied on or prior to the last day of the Cure Period, the non - b reaching Party shall have the right, upon written notice to the
breaching Party
, to terminate this Agreement, effective immediately.
Upon
such termination, each Party shall have no further rights or obligations hereunder, and, if the City is the breaching Party, the City shall refund the
AEG Entities
for any amounts then paid.
11.3 Arbitration.
The City
and the AEG Entities hereby agree that any dispute or claim in law or equity arising between them out of this Agreement or any resulting transaction shall be decided by neutral, binding arbitration in Los Angeles County. The arbitrator shall be a retired judge or justice, or
an attorney with at least
ten (
10) years of commercial real estate law experience, unless the parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive California law. In all other respects, the arbitratio n shall be conducted in accordance with JAMS Comprehensive Arbitration Rules and Procedures, including Rules 16.1 and 16.2, and the parties further elect the JAMS Optional Arbitration Appeal Procedures with respect to any resulting arbitration judgment or award (collectively, the "
JAMS Rules
")
. Judgment upon the
award of the arbitrator(s) may be entered in any court having jurisdiction. The parties shall have the right to discovery in accordance with California Code of Civil Procedure § 1283.05. In connection with any such arbitration proceeding, the arbitrator shall award to the prevailing party reasonable attorneys’ fees and expenses from the other party, which fees and expenses shall be in addition to any other relief which may be awarded.
NOTICE: BY INITIALING THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY 16 EXECUTION VERSION
DISPUTE ARISING OUT OF THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION
AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.
BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS
TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED IN THIS
SECTION 1
1.3 . IF YOU REFUSE TO SUBMIT TO ARBITRATION
AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ
AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING
OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT TO NEUTRAL ARBITRATION.
____________ ____________ ____________
The City
Initials
Galaxy Initials Kings Initials
XII. MISCELLANEOUS PROVISIONS
12.1 Notices, Demands and Communications between the Parties. All notices, demands, consents, and approvals hereunder (collectively, “ Notices”) shall be in writing and shall be addressed to the Parties as set forth below. Notices shall be (a) delivered by reputable national courier service (such as, without limitation, Federal Express or United Parcel Service) to the addresses set forth below, in which case they shall be deemed delivered on the date of delivery (or when delivery has been rejected), (b)
sent by
certified mail, return receipt requested, in which case they shall be deemed delivered 3 business days after deposit in the United States mail, or (c)
transmitted by electronic mail transmission (promptly followed by delivery under option
(a) or
(b) above ), in which case they shall be deemed delivered on the date that delivery has been electronically confirmed (unless delivered on a weekend, holiday or after 5:00 PM recipient’s time on a business day, in which event the Notice shall be deemed delivered on the next business day).
Either Party may change its address, its electronic mail address, or the name and address of its attorneys by giving notice in compliance with this Agreement. Notice of such a change shall be effective only upon receipt. Notice given on behalf of a Party by any attorney purporting to represent a Party shall constitute Notice by such Party if the attorney is, in fact, authorized to represent such Party. The addresses and electronic mail addresses of the Parties are:
Galaxy:
Anschutz L.A.
Soccer, Inc.
18400 Avalon Blvd., Suite 200
Carson, CA 90746
Attention:
Thomas Braun,
Vice President
, Business Operations, LA Galaxy
Email:
17 EXECUTION VERSION
With a copy
(which shall not constitute notice)
to:
Anschutz Entertainment Group, Inc.
800 W. Olympic Boulevard, Suite 305
Los Angeles, CA 90015
Attention: Legal Department
Email:
cweiss
@aegwordlwide.com and
With respect to any community or City citizen issues related to this Agreement:
Anschutz L.A. Soccer, Inc.
18400 Avalon Boulevard, Suite 200
Carson, CA
90746
Attention:
Gabriel Osollo,
Director
, Community Relations
Email:
Kings:
The Los Angeles Kings Hockey Club, L.P.
555 N. Nash Street
El Segundo, CA 90245
Attention: Amanda Apel, Senior Director, Community Relations Email:
aapel
@lakings.com
With a copy (which shall not constitute notice) to:
Anschutz Entertainment Group, Inc.
800 W. Olympic Boulevard, Suite 305
Los Angeles, CA 90015
Attention: Legal Department
Email:
cweiss
@aegwordlwide.com and
The City:
City of Torrance
Community Services Department
3031 Torrance Boulevard
Torrance CA 90503
Attention:
Ted Stevens
, Community Services Director
Email:
TStevens
@TorranceCA.Gov
Fax: 310- 618-2930
with a copy to:
City
of Torrance
City Manager’s Office
18 EXECUTION VERSION
3031 Torrance Boulevard
Torrance CA 90503
Attention: Danny
E.
Santana, Assistant City Manager
Email:
Fax: 310- 618-5880
12.2 Further Assurances . Each Party agrees to execute and deliver such further documents, and perform such further acts, as may be reasonably necessary to achieve the intent of the Parties with respect to this Agreement. Without limiting the generality of this paragraph, upon request at any time or from time to time either Party shall execute and deliver to the other additional counterparts of this Agreement or any related documents, provided such additional counterparts are prepared at the expense of the
Party requesting them.
12.3 Nonrecourse to Related Parties. No
official, representative, agents or employee of
the City shall have any personal liability under this Agreement. No shareholder, member, officer, director, agent, or employee of
an AEG Entity
, AEG
or any entity that directly or indirectly
controls, is controlled by or is under common control with
either AEG Entity
, shall have any
personal liability under this Agreement.
12.4 Applicable Law . This Agreement shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of California.
12.5 Risk of Loss.
The AEG Entities
agree that all of its property or property of others
brought or permitted by it upon the Rink shall be at the risk of the AEG Entities and that the City shall not be liable to
the AEG Entities
for any loss or damage thereto howsoever caused, unless due to the negligence, willful misconduct or breach of this Agreement by
the City
or its agents or
employees.
12.6 No Third Party Beneficiaries. No person or entity other than
the City
or the AEG
Entities shall have any right, benefit or obligation under this Agreement as a third party beneficiary or otherwise;
provided, however
, that nothing in this
Section 1
2.6 shall be deemed to limit or
prevent the AEG Entities from granting to its i nvitees the right to use all or a portion of the Rink as contemplated in this Agreement.
12.7 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated to the extent the essential purposes of the Parties can be satisfied.
12.8 Interpretation
. This Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted in favor of any particular Party. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any portion of this Agreement. The Parties have both participated substantially in the negotiation, drafting and 19 EXECUTION VERSION
revision of this Agreement with representation by counsel and such other advisers as they have deemed appropriate.
12.9 Amendments and Waivers . This Agreement may only be amended in a writing signed by all Parties. Any provision of this Agreement may only be waived in a writing signed by the Party against whom the waiver is to be effective.
12.10 Press Releases. Neither Party shall disseminate a press release regarding matters relating to this Agreement without the other Party’s prior written consent. Additionally, each Party shall provide the other Party with reasonabl y prompt notice with respect
to disclos
ures regarding
this transaction or matters relating to this Agreement
(and to the extent possible, prior to such
disclosure) (including if such disclosure is required under applicable law or by a court order). The provisions of this
Section
12.10 shall
surviv
e the termination of this Agreement.
12.11 Construction
. Headings at the beginning of each Section and subsection are solely for the convenience of the Parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. The words “include” and “including” shall be construed to be followed by the words: “without limitation.”
Unless otherwise indicated, all references to Sections, Articles and subsections are to this Agreement. In the event that the date on which any Party is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day.
12.12 Obligation to Perform. Wherever this Agreement requires either Party to perform any obligation, such Party shall be entitled to discharge such obligation by causing it to be performed by some other person or entity, but the foregoing shall in no way limit, restrict or excuse the City’s or
the AEG Entities’
obligations under this Agreement or the restrictions on assignment, conveyance or transfer contained in this Agreement.
12.13 Attorneys’ Fees. In the event of any litigation or arbitration proceeding involving the Parties to enforce any provision of this Agreement, to enforce any remedy hereunder, or to seek a declaration of the rights of either Party, the prevailing Party shall be entitled to recover from the other reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action;
provided, however
, that for purposes of determining
attorneys’ fees for such Party’s “in -house” attorneys, the prevailing in
-
house wage for similar
services as determined from time to time shall be utilized.
12.14 Liens If any moneys become due from one Party to another hereunder and any payment or transfer thereof is, or appears to the paying Party to be, subject to federal or other governmental licensing, withholding or other restrictive regulations, the paying Party shall not be obligated to pay over or transfer said moneys unless and until such Party shall have been satisfied by the receiving Party that the paying Party may lawfully pay over or transfer such moneys in compliance with such regulations, and subject to withholding of any such moneys if required under such regulations.
12.15 Taxes. The City
shall be solely responsible for any real estate taxes or assessments 20 EXECUTION VERSION
of any kind relating to the Rink or any portion thereof, and in no event shall the AEG Entities be required to bear any portion of any such taxes or assessments; provided, however,
the AEG Entities
shall be solely responsible for any and all personal property taxes assessed against
the
AEG
Entities in connection with its use of the Rink pursuant to this Agreement.
12.16 No Partnership
or Joint Venture . Nothing herein contained shall
create
, or be
construed to create , a partnership or joint venture between any of the parties hereto or referred to herein.
12.17 No Interference
.
The AEG Entities
, including all players, coaches and staff thereof,
shall not unreasonably interfere with the use by others of the Rink , except to the extent of exercising rights granted to
the AEG Entities
hereunder.
12.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
Signatures and initials required in
this Agreement may be executed via
“
wet” original handwritten
signature or initials, or via electronic signature or mark, which shall be binding on the parties as originals, and the executed signature pages may be delivered using a PDF or similar file type transmitted via electronic mail, cloud
bas
ed server, e
-
signature technology or other similar
electronic means, and any such transmittal shall constitute delivery of the executed documen
t for
all purposes of this Agreement.
12.19 Recitals; Exhibits. The Recitals set forth at the beginning of this Agreement and the Exhibits attached to this Agreement are incorporated in this Agreement as though fully set forth
herein
.
12.20 Entire Agreement, Merger . This Agreement including the Exhibits to this Agreement constitute the entire understanding and agreement of the Parties as to the subject matters of this Agreement. This Agreement integrates all of the terms and conditions mentioned herein or incident al hereto, and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof.
12.21 Successors and Assigns . This Agreement, together with the Exhibits attached hereto and forming a part hereof, shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns.
12.22 Force Majeure
.
12.22.1 If either
P
arty hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock
-
outs, labor troubles,
inability to procure materials, failure of power, governmental moratorium or other governmental action or inaction, injunction or court order, riots, insurrection, war, terrorism, bioterrorism, fire, earthquake, inclement weather including rain, flood or other natural disaster or other reason of a like nature not the fault of the party delaying in performing work or doing acts required under the terms of this Agreement (but excluding delays due to financial inability) (herein collectively, “Force Majeure”), then performance of such act shall be excused for the period of the delay and 21 EXECUTION VERSION
the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section 1
2.22.1 shall not apply
to nor operate to
excuse a Party from the payment of amounts payable by such Party hereunder, except as set forth in Section 12.22.2
, nor shall this Section 12.22.1
apply to certain conditions regarding the
Upgrades, as set forth in Section 3.1.
12.22.2 Intentionally Omitted.
12.23 Press Event. Within a reasonable time following the execution of this Agreement, the AEG Entities and the City shall jointly issue a press release announcing the extension of the relationship between the AEG Entities and the Rink, and the inclusion of the LA Kings moving forward.
12.24 Governmental Capacity of City . City is entering into this Agreement in its proprietary capacity as lease holder of land, not in its governmental capacity, and nothing in this Agreement
shall waive or alter any of City’s rights or powers in its governmental capacity.
12.25 Hazardous Materials.
12.25.1 Hazardous Materials Defined. For purposes of this
Agreement
, the
term “Hazardous Materials” shall mean any and all: (i ) substances, products, by - products, waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws (defined below), and (ii) any materials, substances, products, by-products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by
-
products, or waste
may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (iii) any substance, product, by
-
product, waste
or any other material which may be hazardous
or harmful to the air, water, soil, environment or
affect industrial hygiene, occupational, health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by-products, or waste.
12.25.2 Environmental Laws Defined
. The term “
Environmental Laws ”
shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and/or rules now or hereinafter in effect, as may be amended from time to time, and all implementing regulations, directives, orders, guid
elines, and federal or state court
decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to industrial hygiene, occupational, health, and/or safety conditions, environmental conditions, or exposure to, contamination by, or clean
-
up of, any and all Hazardous Materials, including without limitation, al
l federal or state lien or environmental clean
-up statutes.
12.25.3 Existing Hazardous Materials.
The
City shall provide to
the AEG
Entities any material non-privileged reports and notices pertaining to Hazardous Materials on or 22 EXECUTION VERSION
under the Site (“ Hazardous Materials Reports ”), provided that the Hazardous Materials Reports are: (i) limited to those known to the City and in the possession and custody of the City as of the date of this
Agreement
at the
Rink
; and (ii) are delivered without representation or warranty as to their accuracy.
12.25.4 Prohibition on Hazardous Materials .
The AEG Entities and their
consultants and
contractors will not cause or permit the use, storage, generation or place ment of Hazardous Materials on the
Rink
, except as may be expressly permitted in writing by the City Manager, and the City and its consultants and contractors will not cause or permit the use, storage, generation or place
ment of
Hazardous Materials on the
Rink
, except as may be expressly permitted in writing
by the
AEG Entities
. The City and
the A
EG Entities shall each defend, indemnify and hold
harmless the other from any and all losses, claims, expenses, costs, damages or liabilities resulting directly
from its
express
violation of the foregoing prohibition applicable to it.
12.25.5 Disposal of Hazardous Material . If either the AEG Entities or the City becomes aware of any release of any Hazardous Materials on the Rink, the AEG Entities or the City (as applicable) shall promptly notify
the
other party
in writing.
If the AEG Entities
or the
City or its
respective
contractors knowingly dispose of any soil, material, chemicals, fluids or groundwater from the
Rink
contaminated with
any
Hazardous Material,
the AEG Entities
or City
(as applicable) shall provide
the
other party
copies of all permits, certificates and records relating to such disposal, including a copy of each uniform hazardous waste manifest indicating the quantity and type of material being disposed of, the method of transportation of the material to the disposal site and the location of the disposal site.
12.25.6 Hazardous Material Tests . Any tests required
as a result of any
disposal of Hazardous Material by the AEG Entities shall be performed by a State of California Department of Health Services certified testing laboratory satisfactory to
the
City. By signing this
Agreement, the AEG Entities hereby irrevocably directs any such laboratory to provide
the
City,
upon written request from
the
City, copies of all of its reports, test results, and data gathered. As used in this Article, the term “ AEG Entities” includes assignees, agents, employees, contractors, subcontractors, and/or invitees of
the AEG Entities
.
12.25.7 Notice of Hazardous Substances . California Health and Safety Code Section 25359.7(a) requires any owner of nonresidential real property who knows, or has reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath that real property to, prior to the lease or rental of that real property or when the presence of such release is actually known, give written notice of that condition to the lessee. California Health and Safety Code Section 25359.7(b) requires any tenant of real property who knows, or has reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath that real property to given written notice of such condition to the owner or to the lessor under the renter’s lease or rental agreement.
The City and
the AEG Entities
shall each comply with the requirements
of Section 25359.7 and any successor statute thereto and with all other statutes, laws, ordinances, rules, regulations and orders of governmental authorities with respect to hazardous subst ances.
Furthermore, in the event that the City either (i) receives notice from the Judicial Council pursuant to Section 25359.7(a) of the California Health and Safety Code or (ii) provides notice to the 23 EXECUTION VERSION
Judicial Council pursuant to Section 25359.7(b) of the California Health and Safety Code, it shall promptly provide a copy of such notice to
the AEG Entities
.
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24 EXECUTION VERSION
IN WITNESS WHEREOF, the Parties here caused this Agreement to be duly executed by their respective authorized officers as of the Effective Date.
“THE CITY” CITY OF TORRANCE, a municipal
corporation
Dated:________________ By: _____________________________ Name: George K. Chen
Title:
Mayor
“GALAXY” ANSCHUTZ L.A. SOCCER, INC.,
a
Delaware corporation
Dated:________________ By: _____________________________ Name:___________________________
Title:____________________________
“KINGS” THE LOS ANGELES KINGS HOCKEY
CLUB, L.P.,
a Delaware limited partnership
Dated:________________ By: _____________________________ Name:___________________________
Title:____________________________
ATTEST:
Dated:________________ By: _____________________________ Name: Rebecca Poirier, MMC
Title: City Clerk
APPROVED AS TO FORM:
Patrick Q. Sullivan
City Attorney
Dated:________________ By: _____________________________ Name: Jocelyn N. Sarigumba
Title:
Deputy City Attorney
25 EXECUTION VERSION
EXHIBIT
A
Site Map
Rink
26 EXECUTION VERSION
EXHIBIT B
Rink
Rules
27 EXECUTION VERSION
EXHIBIT B
Rink Rules (Continued)
28 EXECUTION VERSION
EXHIBIT C
Branding/Signage Graphics
NORTH &
SOUTH
VERTICAL WINGS
SOUTH
NORTH
CENTER FLOOR DECAL
29 EXECUTION VERSION
SOUTH ENTRANCE
NORTH ENTRANCE
30