Loading...
HomeMy WebLinkAboutContracts & Agreements_139-2021LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS AND INTERNATIONAL AEROBATIC CLUB CHAPTER 26 This non-exclusive license agreement ("License") is made and entered this 20th day of July, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and International Aerobatic Club Chapter 26, a non-profit organization ("Licensee") City and Licensee are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, Licensee desires to conduct a private international aerobatic club -sanctioned aerobatic competition ("Event") at the Redlands Municipal Airport ("Airport"), located at 1755 Sessums Drive, and WHEREAS, City has approved prior use of the Airport for similar aerobatic competitions that are not publicized for public attendance, and WHEREAS, City and Licensee desire to enter into this non-exclusive License to set forth the terms and conditions under which City will permit use of a portion of the Airport by Licensee, and the respective rights and obligations of the Parties relating to such License, NOW, THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and International Aerobatic Club Chapter 26 agree as follows AGREEMENT Section 1. Premises. City hereby grants to Licensee a non-exclusive License to conduct the Event at the location specified in Exhibit "A" (the "Premises") titled "Airport Layout Plan," which is attached hereto and incorporated herein by this reference. Section 2. Acknowledgment of License and Disclaimer of Tenancy. Licensee is not a tenant or lessee of City, and holds no rights of tenancy or leasehold in relation to the Premises. In consideration of City's grant of this non-exclusive License, Licensee specifically and expressly waives, releases, and relinquishes any and all rights to assert any claim of right, privilege or interest in the Premises other than the rights expressly granted by this License Section 3. Term. The term of the License shall commence on September 2, 2021, and terminate on September 5, 2021, unless earlier terminated as provided for herein. Licensee shall have no right to remam on or within the Premises for any purpose after expiration, or the earlier termination of, this License Section 4. Use of Premises. A. The Premises shall be used by Licensee solely for the purpose of conducting the Official International Aerobatic Club Competition Event at the Airport. B During the term of this License, Licensee shall comply with all applicable federal, 1 L:\ca\djm\Agreements\International Acrobatic Club License Agreement.FY20-0148.docx.jn state, and local laws, and all applicable rules and regulations established by City including, but not limited to, City's Municipal Code provisions governing the Airport. C The hours of operation for the Event shall be limited to the following: i. September 2, 2021, from 7 00 a.m. until 8 00 p.m., and il. September 3, 2021, from 7 00 a.m. until 8 00 p.m., and iii. September 4, 2021, from 7 00 a.m. until 8 00 p.m., and iv September 5, 2021 from 7.00 a.m. until 10 00 p.m. D Licensee may commence Event set-up within the areas identified in Exhibit "A," on September 2, 2021, beginning at 7 00 a.m. Taxiway and hangar access for aircraft housed and visiting at the Airport will be maintained. E. Tear down and clean-up of the Event shall commence immediately following the end of the Event and shall be completed no later than 10 00 p.m. on Sunday, September 5, 2021 F Licensee shall ensure that all airport gates used by the Event staff are properly closed and secured after each use G Licensee shall ensure that the Event is not advertised as a public event, and the Airport will remain open during the Event with FAA -approved temporary changes to the fixed - wing flight pattern. H. Licensee shall provide a reasonably sufficient number of adequate trash receptacles as directed by City staff within the Airport parking areas and the Premises identified in Exhibit "A." The airport ramps utilized in the course of the Event shall be expediently cleared of all trash and debris that may pose a threat to airport operations. I. Licensee shall obtain all required federal, state and local agency permits, copies of which shall be submitted to the Airport Supervisor prior to the Event. J Licensee shall manage ground and air safety by licensed and certified staff at all times during the Event. K. Licensee shall require attendees to park only within designated parking areas. L Licensee's operation of the Premises shall not include the sale of goods or services. Section 5. Final Plan Submittals. A. Licensee shall submit to City for review and approval a final layout plan by close of business, August 25, 2021 The final layout shall be reviewed and approved by City's Facilities and Community Services Director and substituted for the Exhibit "A" attached to this License B All plans and documents related to the Event and submitted to City shall reflect 2 L:\ca\djm\Agreements\hrternational Aerobatic Club License Agreement.FY20-0148.docx.jn City Council approvals and any other changes required by the Council and/or staff. This condition applies to all Event layouts, schedules, or plans submitted to City in connection with the Event. Section 6. Indemnity. Licensee, and its agents and employees (collectively, "Licensee") shall defend, indemnify, protect and hold harmless City, and its elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims, demands, losses, defense costs, fines penalties, expenses, causes of action and judgements at law or in equity, or liability or any kind or nature, whether known or unknown, (including without limitation, third party claims with attorneys' fees) which City, or its elective and appointive boards, officials, officers, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of or any way connected to this License, and the Licensee's negligent acts or omissions, or willful misconduct, associated with Licensee's conducting the event authorized by this License, excepting only liability arising out of the sole negligence of the City This section shall survive any termination or expiration of this License Section 7. Public Liability and Property Damage Insurance. Licensee shall obtain Event insurance in compliance with the minimum scope and limit of insurance as outlined below A. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City B Business Auto Liabihty coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single hmit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non - ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Licensee shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language affecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City All certificates and endorsements are to be received and approved by the City at least five (5) days before Licensee commences activities Section 8. Special Risks or Circumstances. City reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances. Section 9. Assignment Prohibited. This License is personal to Licensee Licensee shall not encumber, assign, sublease or otherwise transfer this License, or any right or interest therein, without the prior written consent of City Any such encumbrance, assignment, sublease or transfer without such prior consent and approval of City shall constitute an immediate breach 3 L:\ca\djm\Agreements\International Acrobatic Club License Agreement.FY20-0148.docx.jn of this License and may, notwithstanding any other provision of this License and at the sole discretion of City, result in the immediate termination of this License. Section 10. Attorneys' Fees. In the Event any action is commenced to enforce or interpret the terms or conditions of this License, the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in- house counselby a Party Section 11. Notices. Any notice or other communication required, or which may be given, pursuant to this License, shall be in writing. Any such notice shall be deemed delivered (i) on the day of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile or electronic email transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a party may provide notice of in accordance with this section. CITY. City of Redlands Jeanne Donaldson, City Clerk P 0 Box 3005 Redlands, CA 92373 jdonaldson@cityofredlnds.org (909) 798-7531 LICENSEE. International Aerobatic Club Chapter 26 c/o Susan Bell, President 22240 Broken Lance Rd. Apple Valley, CA 92307 susanbellfilm@gmail.com (323) 377-1125 Section 12. Entire License/Amendment. This License constitutes the entire agreement between the Parties with respect to the subject matter hereof. Any prior verbal or written representations or agreements respecting the Premises not expressly set forth herein are null and void. Any and all amendments to this License shall be in writing and executed by the Parties. Section 13. Termination. City shall have the right to terminate this License, with or without cause, upon thirty (30) days prior written notice to Licensee City shall have no liability for any claims or damages resulting to Licensee as a result of any exercise by City of its right to terminate this License This License may be terminated at the discretion of City should Licensee fail to fulfill its requirements as specified herein. Section 14. Waiver. No waiver by either Party of any provision of this License, or waiver of any breach of this License, shall be deemed to be a waiver of any other provision of this License, or of any subsequent breach by either Party of the same or any other provision of this License. Section 15. Severability. If any provision of this License is held invalid or unenforceable for any reason by a court of competent jurisdiction, this License shall otherwise remain in full force and effect and shall be construed in all respects as if such invalid or unenforceable provision was omitted. 4 L:\ca\djm\Agreements\International Acrobatic Club License Agreement.FY20-0148.docx.jn , Executed on the 20th day of July 2021, at Redlands, California 2T-Y OF REDLANDS INTERNATIONAL AEROBATIC CLUB CHAPTER 26 Paul T Barich, Mayor S san Bell, Pp, resident ATTEST Donaldson, City Clerk 5 L•\ca\djm\Agreements\International Aerobatic Club License Agreement.FY20 0148.docx.jn Notes: AC Staff to Monitor au, Frequency iAC Staff a Starter at Ready tine Airportiscipen, tberefnranoTFR 0 FAA approvals arobabox,ternporaiyfxedwpattern ehangelo the south foi• the three day 75 PlicitS:JUdges,:VolunteerSand Grouivi Crews estimated 20-25 planes estimated 6dritz. ru Ehiir avant. #hisc an arlresicrann faa LAca \djm\Agreements \International Aerobatic Club License Agreement.FY20-0148.docx.jn EXHIBIT "A" Airport Layout Plan Legend. .i,fierobatio Officials parking ago: Judges, staff seating area with Port a Pot Aerthahcaircraft paring Pikit Briefing and waiting area (Main Lobby) IN Starter Area and ready hne 11111. Pdrk aOcin t� ;1bn-officials and staff EIVIM 6 26)