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BlackDogs A2017-033Agreement No. A2017-033 LICENSE AGREEMENT FOR THE USE OF SPORTS FIELDS BETWEEN THE CITY OF CHINO HILLS AND BLACKDOGS THIS LICENSE is made and executed this 1st day of February, 2017, between the CITY OF CHINO HILLS, a municipal corporation ("CITY"), and BLACKDOGS, a California nonprofit corporation ("LICENSEE"). 1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, the sports fields located at CHINO HILLS COMMUNITY PARK ("Property"). CITY's action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to use property only. 2. USE OF PROPERTY. A. LICENSEE may temporarily use the Property for the purposes of Field Use as follows: Field 4, on Sundays, from 2:45 - 6:45 p.m. B. CITY may change, amend, or terminate LICENSEE's use of Property at any time, and in its sole discretion, verbally or in writing. 3. TERM. Except as provided in Section 4, the term of this license will begin on February 1, 2017 and end on .tune 30, 2017. 4. TERMINATION. A. As stated above, CITY may terminate this License at any time with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise. B. LICENSEE may terminate this License at any time in writing at least five (5) days before the effective termination date. C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. D. Upon termination, LICENSEE will remove all personal property and improvements from Property within two (2) days. Property will be left in a clean and orderly fashion. 5. COMPENSATION. LICENSEE agrees to pay CITY a sum as set forth in the attached Exhibit A -- Fee Schedule for the term of this License for the use of lighting. Page 1 of 5 6. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to Property, or any part thereof, without CITY's prior written consent. 7. kAZAkfDO0S1tOX( VflAtft:. C(fY has not, nor, to CITY"s knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about OF withtn PFoperty in. violation of any taw or. regutatiom. L C..". EE_ agrees that it- with not use, generate; store or dispose of any Hazardous, Material (as defined below-) on, under, about or within Property in violation of any law or regulation. LICENSEE agrees to defend and indemnify CITY, to the extent stated in Section 1.0, against any Znd ,all losses, liabilities, clairns ar costs arising from -any breAch Lof;any warrenty ,or agreement contained in this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including �petr ,le.um-nd asbestos,).. 8. SIGNS. LICENSEE will not place any sign upon Property without CITY's prior written_ consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. 9. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any Interest therein: 10. INDEMNIFICATION. A. LICENSEE will hold CITY harmless and free from any and all liability arising out oftiis icense, csr its performance, except for such loss or damage ansmg from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groun.dtess or not, arising coat of -tt4is License, oT.}its perfomance, 'pursuant to -this License, LICENSEE will defend -CITY (at ,CITY'S . request and With coon-sel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C.. LI`+;F_ SEE expres* agrees. that. this refease,.. waiver,_ and' indemnity agreernent is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, .notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this License. E. The requirements as to the "types and limits of insurance coverage 'to be Page 2 of 5 which may hereafter be in force, pertaining to Property and will faithfully observe in the use of Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of LICENSEE in any action or proceeding against LICENSILL', whetifier Clfil' be a party thereto or not, thaf LICENS E eras violated any such ordinance or statute in the use of Property will be conclusive of that fact as between CITY and LICENSEE. 13 BREACH OF AGREEMENT: The violatian, of a;ny of- the provtsl6hs of-thfs License will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate. 14. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License. 15. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon Property for all lawful acts. 16. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the CtCENSE�E. for the benrefit� of creditors, ovany action taken or- offered by LJCIEN I E. urrder eny,insolVency or bankruptcy.action, will' constitute a breaeh: of this License by.. LICENSEE, and in such event said License will automatically cease and terminate. 17. T._IICES. Except otherwise expressfy provided by low, ;all riatices nr ..other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in .liera of:the -personal -s+er-vioce, upon .,,deposit ° -in the 'United -States- Mail,, -certified or registered mail, return receipt requested;postage prepaid, addressed to: CITY City of Chino Hills Attn: City Clerk 1:400.05 City Center. Ddve, Chino Hills, CA 911709 LICENSEE BlackDogs Attn: Mark Vrtar 1.5636 Live;C. Load. Chino Hills, CA 91709 Either party may change its address for the purpose of this Section by giving written notice of *the change to the 64her party. 18. GOVERNING LAW. This License has been made in and will be construed in -accordance with the -laws of: 1je State .qf �arlifQ�tia an .excltasl a venue. fic�r airy action invO. rng this License will be'in'Sa,n Bernardino Dour ty. Page 4 of 5. . 19. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this License will remain in effect, unimpaired by the holding. 20. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting Property, the use of Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE.Any agreement or representations respecting Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void. 21. CONSTRUCTION. The language of each part of this License will be construed simply and according to its fair meaning, and this License will never be construed either for or against either party. 22. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this License and to engage in the actions described herein. This License may be modified by written agreement. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 23. COUNTERPARTS. This License may be executed in, any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF�e partVieereto have executed this contract the day and year first herein Ave writteA. CITY F C S BLACKDOGS 0,0 -Zle Jo, athan Marshall Signature C rnmunity Services Director -Z (Date) (Typed/Printed Name) (Titl6f (Date) Page 5 of 5