Americas Pastime A2017-090LICENSE AGREEMENT A2017-090
FOR THE USE OF SPORTS FIELDS
BETWEEN THE CITY OF CHINO HILLS AND
AMERICAS PASTIME
THIS LICENSE is made and executed this 1st day of February, 2017, between
the CITY OF CHINO HILLS, a municipal corporation ("CITY"), and AMERICAS
PASTIME, 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 HUNTERS HILL
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 Infield Use, on
Sundays, from 8:00 - 11:00 a.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 June 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.
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.
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7. HAZARDOUS/TOXIC WASTE. CITY has not, nor, to CITY's knowledge, has any
third party used, generated, stored or disposed of, or permitted the use, generation,
storage or disposal of, any Hazardous Material (as defined below) on, under, about
or within Property in violation of any law or regulation. LICENSEE agrees that it will
not use, generate, store or dispose of any Hazardous Material (as defined below)
on, under, about or within Property in violation of any law or regulation. LICENSEE
agrees to defend and indemnify CITY, to the extent stated in Section 10, against any
and all losses, liabilities, claims or costs arising from any breach of any warranty or
agreement contained in this Section. As used in this Section, "Hazardous Material"
means any substance, chemical or waste that is identified as hazardous, toxic or
dangerous in any applicable federal, state or local law or regulation (including
petroleum and asbestos).
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
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
groundless or not, arising out of this License, or its performance, pursuant to this
License, LICENSEE will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify it for any judgment rendered against it or
any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials, employees,
agents, representatives, and certified volunteers.
C. LICENSEE expressly agrees that this release, waiver, and indemnity agreement
is intended to be as broad and inclusive as is permitted by the law of the State of
California and that if any portion is held invalid, it is agreed that the balance will,
notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this License.
E. The requirements as to the types and limits of insurance coverage to be
maintained by LICENSEE as required by Section 11 below, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
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qualify the liabilities and obligations otherwise assumed by LICENSEE pursuant
to this License, including but not limited to the provisions concerning
indemnification.
11. INSURANCE.
A. Before commencing performance under this License, and at all other times this
License is effective, LICENSEE will procure and maintain the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth
below:
Type of Insurance Limits (combined single)
Commercial general liability: $1,000,000.00
B. Commercial general liability insurance will meet or exceed the requirements of
the most current ISO Forms. The amount of insurance set forth above will be a
combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies must be endorsed to
name CITY, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed " rima "
such that any other insurance that may be carried by CITY will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable except upon thirty (30) days prior written notice to CITY except
for nonpayment of premiums which may be cancelable upon ten (10) day notice.
C. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and
Endorsements evidencing maintenance of the insurance required under this
License and such other evidence of insurance or copies of policies as may be
reasonably required by CITY from time to time. Insurance must be placed with
insurers with a current A.M. Best Company Rating equivalent to at least a Rating
of "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
the insurer to mail written notice of cancellation imposes no obligation, and to
delete the word "endeavor" with regard to any notice provisions.
D. Should LICENSEE, for any reason, fail to obtain and maintain the insurance
required by this License, CITY may obtain such coverage at LICENSEE's
expense and charge the cost of such insurance to LICENSEE under this License
or terminate pursuant to Section 4.
12. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply
with all of the requirements of all federal, state, and local authorities now in force, or
which may hereafter be in force, pertaining to Property and will faithfully observe in
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the use of Property all applicable laws. The judgment of any court of competent
jurisdiction, or the admission of LICENSEE in any action or proceeding against
LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated
any such ordinance or statute in the use of Property will be conclusive of that fact as
between CITY and LICENSEE.
13. BREACH OF AGREEMENT. The violation of any of the provisions of this License
will constitute a breach of this License by LICENSEE, and in such event said
License will automatically cease and terminate.
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 action taken or offered by LICENSEE
under any insolvency or bankruptcy action, will constitute a breach of this License by
LICENSEE, and in such event said License will automatically cease and terminate.
17. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this License or by law to be served on or
given to either party to this License by the other party will be in writing and will be
deemed served when personally delivered to the party to whom they are directed, or
in lieu of the personal service, upon deposit in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid, addressed to:
CITY
City of Chino Hills
Attn: City Clerk
14000 City Center Drive
Chino Hills, CA 91709
LICENSEE
Americas Pastime
Attn: David French
16384 Brancusi Lane
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.
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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 t�e parties hereto have executed this contract the day and
year first herein RBove writt4 . /)'
CITY C 1 0 AMERICAS PASTIME
Jon 'han Marshall Signature
Co munity Services Director
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(Date)
Updated 1130117 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 Tournament Game $16.00
Per Field Per Day (Soccer) $75.00
Per Field Per Day (Baseball Tourn.) $100.00