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BlackDogs A2017-240LICENSE AGREEMENT A2017-240 FOR THE USE OF SPORTS FIELDS BETWEEN THE CITY OF CHINO HILLS AND BLACKDOGS THIS LICENSE is made and executed this 8th day of August, 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 2:30 - 6:30 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 August 20, 2017 and end on December 2, 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. HAZARDOUSITOXIC WASTE. CITY has not, nor, to CITY's knowledge, has any third party used, generated., stored or. disposed of, or..permitted the use, generation, storage. or d.isposal. of,.. any Hazardous Material (as. defined below). on, under,.about or. w in.: Property irr vWabon of any. taw, or regWatroin. LtCERSEE agfees tha. Witt;,. note use, generate; store or dispose of, any Hazardous Matedat (as detthed', 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 10, against any an" d ail losses, liabilities, claims or costs arcs n j from any`breacl� of any wat�rai ty nr 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 .tn any ..applirab]e federal, stale .or ]ocal .lauu .or regulation .(including . ,pe:tro.1w ra nd ast estbs . 8. SIGNS. LICENSEE will not place any sign upon Property without CITY's prior written crosont, . LICENS.F-E, will:. pay< Wr ell, coats: of.. any.. approved.. signago and comply with all applicable sign codes and ordinances. 9. ASSIGNMENT.. LICENSEE will- not be permitted to� assign this License or any interest:: thereltt 10. INDEMNIFICATION. A. LICENSEE will hold CITY harmless and free from any and all liability arising out of this License, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise., whether the same be g�tes rnot,_gvutof#his tcrse,ortefrmndoce, pursuant to this License, {.tOENSic,E m" defiend (at iTY's request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C L[.CEN:S:EE- expressly agees %atfts release, waiyer; and W -qpty aW emant:-- 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, con-Vmuev full legal force aind effect. D. It is expressty 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 Mage 2: of 5 maintained by LICENSEE as required by Section 11 below, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify, the liabilities and obligations otherwise assumed by LICENSEE pursuant to this License, including but not limited to the provisions concerning indemnification A. Before commencing performance under this License, and at all other times this License is effective, LICENSEE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits (combined single) 'Commercial generapllhaWty: 111 "ONWO.W B. Commercial general liability insurance will meet or exceed the requirements of O; the sf ctf fei�f I[Sr;3' Fords. Thea dfif"of fKso-'an`ce- set forth abave� w1lT be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to Such insurance will be on an .`occurrence," not a "claims made," basis and will vot 4e.icancelable except -upon.they -30) days pr o.r:written n,ptce to:CJTY ,except for nonpayment of premiums which may be cancelable upon ten (10) day notice. C. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and Endorsements eua ractr g naahteaaace Df the swawue required wider Mas License and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. LICENSEE will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of . ther insurer to., mail wr1tten. n4pt1 of canceiiatror� imps s nq obligation,. and tQ delete the word"endeavor"'wig rega�►d,,fo any rrotrce provisions. D. Should LICENSEE, for any reason, fail to obtain and. maintain the insurance required by this License, CITY -may obtain such coveiage at LIC EN5EE's expense and charge the cost of such insurance to LICENSEE under. this License or terminate pursuant to Section 4. 12. , 0MPL1"CE t filTH,_LAW LICENSEE wAll, at its pole cosi anwsl ea�p�r�e, oornply with all of he requirements of all federal, state, and local authorities now in force, or Page. 3-.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 LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such- ordinance or statute.in-ah.,use gf;.Property will be conclusive of that fact as between CITY and LICENSEE. 14 I4REA►C14 OF AGREEMENT. The violation of any of the provisions of airs 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 LICENSEE for the benefit. -of creditors, or any actiory taken or offered by. LICENSEE under any insolvency or bankruptcy action, wiN�'oonstifute a breach ofihis License by LICENSEE, and in such event said License will automatically cease and terminate. 17. NOTICES. except as 6th-erwise expressly provided by law, all 'hotices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served _w. hen,personally-delivered to the party. to whom..they are directed, or in he" of #be ,;personal service, upon deposit:.an tbe.:Uxrited 'States .-Mail,° certified or registered mail, return receipt requested, postage prepaid, addressed to: CITY LICENSEE City of Chino Hills BlackDogs Attn: City Clerk Attn: Mark Vrtar 14G00 -_City, Center Drive 15,636 Liva Gak. Road - Chino Hills, CA 91709 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 other party. 18. GOVERNING LAW. This License has been made in and will be construed in accordance with the laws -of -the State .of California and exclusive venue for any action involving this License will be in San Bernardino"County. 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 year first herein a ye written have executed this contract the day and CITY CH BLACKDOGS Jona II n Marsh Signature Com unity Services Director wae�4 r (D te) (Typed/Printed Name) L), �-e (Title) (Date) Page 5 of 5 Updated 10//07/13 Field Prep and Light Fee Schedule Light Fees Field Per Hour 1 $11.00 2 $11.00 3 $12.67 4 $13.22 5 $8.76 6 $7.36 Field Prep Fees Type Fee Per League Game $13.00 Per Toumament Game $16.00 Per Field Per Day (Soccer) $75.00 Per Field Per Day (Baseball Toum.) $100.00