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HomeMy WebLinkAboutLos Altos/Los Altos Hills Little LeagueAGREEMENT FOR USE, MAINTENANCE AND IMPROVEMENT BY LOS ALTOS/LOS ALTOS HILLS LITTLE LEAGUE OF PLAYING FIELD FACILITIES OWNED BY THE TOWN OF LOS ALTOS HILLS By THIS AGREEMENT made and entered into on this 2nd day of June 2005 ("Effective Date") by and between the TOWN OF Los ALTOS HILLS, a municipal corporation ("Town") and LOS ALTOS LITTLE LEAGUE, INC. a California non-profit corporation ("Little League"), in consideration of their mutual covenants, the parties hereto agree as follows: I. Parties. The parties shall be Town and Little League. II. Purpose. This agreement is intended solely to document Little League's rights and obligations with respect to the Fields, to allow Town and Little League to provide the highest quality playing fields possible to Town residents, Little League activities and other users (including non-resident participants in organized youth sports leagues, school activities, informal recreational activities initiated by Town residents, etc.) and to allocate responsibility, authority and costs for maintenance and improvements. III. Premises. The premises covered by this agreement include the four Town -owned playing fields ("Fields") on Purissima Road. (Attachment 1) IV. Terms and Conditions. A. Term. The term of this agreement shall commence on the Effective Date and, unless terminated or renewed as provided herein, shall expire on June 30, 2008. B. Renewal. This agreement shall automatically renew for successive three-year periods, unless written notice is provided by one party to the other no later than April 1 immediately preceding the then current expiration date. C. Termination. Either party may terminate this agreement by providing not less than 180 -day prior written notice. Such termination cannot affect the practice, game or postseason schedules that have be submitted by January 1 and/or March 15. The monetary obligations of the parties, which have accrued prior to any termination, shall survive such termination. D. Primary User. 1. In consideration for Little League's agreement to share maintenance costs and its other covenants herein, Little League shall be the primary user of the Fields on a year-round basis without fees, costs or other use charges payable to Town. 2. Little League will only be considered the Primary User for activities that included on all schedules, including updates given to Town as per IV E. Town shall have the ability to use or schedule Fields for other purposes by the Town, as long as such use does not materially interfere with the initial submitted schedules or any written updates that have been provided to Town, provided that such updates do not conflict with Town's already scheduled activities that were based on the initially submitted or updated schedules. E. Scheduling. 1. Little League will provide to Town proposed schedules of uses for each Field it intends to use for the then current year for tryouts and other pre- season Little League activities by January 1 (or by the Effective Date for the first year of the term of this agreement); for games, practices and post - season activities by March 15; and for fall activities by September 1. Furthermore, Little League shall provide to Town any updates to these schedules in written form only. Additionally, Little League shall designate private contact information for its then current Fields Commissioner by December 15. 2. Town may schedule all potential other users during any time periods when there are no scheduled Little League activities. Town agrees not to schedule any event that would cause damage or materially affect the condition of the fields, in terms of Little League's activities. Town shall require any group scheduling an event to indemnify, defend and hold Town harmless and carry insurance to that effect during the event. Informal, non-scheduled use by residents of Town will continue to be encouraged, as long as such use does not interfere with scheduled usage or cause damage to Fields. 3. Any scheduling conflict that cannot be resolved by the parties shall be submitted to the City Council of Los Altos Hills for final resolution. F. Fee Schedule. Town shall develop and implement a fee schedule for scheduled uses by those persons and groups other than Little League. G. Water. Town and Little League shall work together to ensure adequate amounts of water are available to maintain all Fields in playable condition. Both parties recognize that water usage cannot exceed any allocations or violate other prohibitions imposed by the water purveyor and that good water management and conservation practices shall be observed at all times. Town will ensure that watering is performed according to recommended policies of the Purissima Hills Water District, and any other governmental entity that may later exist with authority over such water use. H. Maintenance. 1. Town shall maintain Fields and all improvements in a mutually agreed- upon, fully usable condition that adheres to general industry standards for baseball playing surfaces at all times, subject to water availability, except for those periods approved by Town to complete renovations or other modifications to Fields. No renovations or modifications of the Fields may be conducted between January 10 and July 31 of each year, unless necessitated by an emergency or to remedy a hazardous condition. Further, Town shall use best efforts to provide Little League with as much advance notice as possible of said periods. 2. A communication process shall be established wherein Little League's Field Commissioner shall be empowered to speak directly with the Town's designated representative to communicate the maintenance and improvement needs of the fields. 3. Town shall be solely responsible for all costs of maintenance and repair of the parking lot, public restrooms, spectator bleachers, facility plumbing, irrigation, electrical service up to and including the main service box, curbs, watering of street and parking lot trees, and pruning of mature street trees. 4. Little League shall be solely responsible for all costs of maintenance and repair of the electronic scoreboards, batting cages, field storage boxes, sheds, the public address system and equipment in the concession stand. 5. The responsibility for the items that are not included in either H.3 or H. 4 shall be included in the cost-sharing items as governed by I. 1. These items include the fields, fencing, dugouts, bases, restroom upkeep and backstop pads. 6. Should the parties be unable to reach an agreement on fiscal responsibility for any item not specifically addressed in this agreement, they may submit the disputed items to the City Council of Los Altos Hills for final resolution. 7. The parties shall meet prior to February 1 of each calendar year to submit additional playing field maintenance/improvement requests for the upcoming season, and Town will use good faith efforts to complete all such additional work that is mutually agreed-upon prior to the upcoming game season. I. Maintenance Costs. 1. Little League shall contribute to the costs of improvements and maintenance identified in IV.H.I and IV. H.5 on a cost-sharing basis. For each fiscal year, Little League will contribute one dollar for every two dollars contributed by Town. Town, subject to the review process delineated in IV. J, shall have sole reasonable determination of justifiable expenses. Both parties agree to use good faith in malting fiscal decisions that will not undermine the overall fiscal health of either entity. 2. Town shall pay, and not be reimbursed by Little League, for Field maintenance and/or repairs that are outside the parameters of typical wear and tear from Little League field use, unless repair/maintenance is necessitated directly as a result of gross negligence or malicious conduct committed by Little League, its agents or officers. 3. Town and Little League may agree to cost -share major infrastructure/capital improvement projects on a case-by-case basis. 4. Utilities responsibilities: Town shall be solely responsible for the payment of all charges for garbage service and water usage. Little League shall be solely responsible for the payment of all charges for electricity usage. J. Payments. Little League will pay Town its share of maintenance costs on an annual basis, upon receipt of submitted invoices. Town will submit these invoices for payment to Little League by September 1 of the calendar year, and Little League shall have a period of thirty (30) days to review these submitted invoices. If Little League is in full agreement with all items on these invoices, it shall immediately remit all undisputed payments to Town. If there are any items that Little League disputes, Little League shall meet with Town's representative during this thirty (30) day period to discuss, and hopefully reach agreement upon, these disputed items. If the parties are not able to reach agreement, any remaining disputed items, as to the allocation of maintenance costs, shall be submitted by parties to the City Council of Los Altos Hills for final resolution. K. Sublet. Little League shall not have the authority to sublet any portion of premises. All field rentals and/or sublets may only be authorized by Town and only in writing. Little League, however, shall be permitted to seek reimbursement from field renters for use of Little League's equipment. Town shall permit Little League to operate the concession stand and such operation shall not be considered a sublet. All unaffixed items contained within the concession stand shall be the property and responsibility of Little League. L. Modifications. Little League shall not snake any structural modifications without the prior written approval by an authorized representative of Town. After completion of approved changes by Little League, Little League shall provide to Town approved as -built drawings, if applicable. M. Improvements. All affixed improvements on Fields, including but not limited to any affixed improvements constructed by Little League, are and shall remain the property of Town, even at the termination of this agreement. N. Locks. Little League shall place no locks or other barriers to entry on any portion of Fields without prior approval by Town and providing to Town copies of all keys or other entry mechanisms. O. Conditional Use Permit. Little League agrees to abide by and ensure that all participants in its activities abide by all terms of Conditional Use Permit #58-04- CUP. Requests for changes to the Conditional Use Permit must be made during the annual review. V. Hold Harmless. Little League agrees to indemnify, defend and hold harmless Town, its officers, agents and employees from any all demands, claims or liability of any nature, which may arise out of or occur by reason of any act or omission on its part, or the part of any of its employees, contractors, subcontractors, agents or representatives in furtherance of or related to this agreement, other than acts involving gross negligence or intentional misconduct by Town, its officers, agents or employees. Little League also agrees to require any contract with it contractors or subcontractors to contain a provision requiring that the contractor or subcontractor indemnify, defend and hold harmless Little League and Town and their officers, agents and employees from any and all demands, claims or liability of any nature which may arise out of or occur by reason of any act of omission on the contractor or subcontractor's part, or the part of any of its employees, contractors, subcontractors, agents or representatives in furtherance of or related to the contract with Little League. VI. Insurance. 1. General Liability Insurance. Little League shall also procure and maintain at all times during the term of this Agreement, General Liability Insurance covering Little League and Town and Landlord for any liability arising out of the use of, or occurring in, on, or about the Fields. The policy shall be subject to a limit for each occurrence of at lease One Million Dollars ($1,000,000) naming as an additional insured, Town and its officers, employees and agents. The Insurer(s) shall agree that its policy is Primary Insurance and that it shall be liable for the full amount of any loss up to and including the total limit of liability without right of contribution from any other insurance covering Town. 2. Inclusion of Town as an additional insured shall not in any way affect its rights with respect to any claim, demand, suit, or judgment made, brought or recovered against Little League. Said policy shall protect Little League and Town in the same manner as though a separate policy had been issued to each; but nothing in said policy shall operate to increase the Insurer's liability as set forth in the policy beyond the amount or amounts shown or to which the Insurer would be liable if only one interest had been named as an insured. 3. At the request of Town, Little League shall deliver to Town a Certificate of Insurance and endorsements which shall indicate compliance with the insurance requirements of this paragraph and shall stipulate that thirty (30) days advance written notice of cancellation or material change shall be given to Town. 4. Upon execution of this agreement, and at all times during this agreement, Town and Little League's contractors and subcontractors entering onto the Fields to have in full force and effect, at their sole expense, for the joint benefit of the contractors, Little League and Town, liability insurance in which Town and Little League are named as additionally insured. The insurance required thereunder shall be in the amount of at least one million dollars ($1,000,000.00) combined limit for bodily injury and property damage, shall be carried by insurers authorized to transact business in California, and shall be primary as to Town and Little League and non- contributory with any insurance which may be carried by Town or Little League. The insurance policy shall have a 30 -day notification to Town and Little League before any change in the policy or cancellation. Little League shall keep a current certificate of insurance from its contractors and subcontractors on file with the Town at all times. VII. Non -Discrimination. No discrimination shall be made in the employment of persons under this agreement because of race, color, national origin, age, ancestry, religion, or sex of such person. VIII. Interest of Little League. It is understood and agreed that this agreement is not a contract of employment or partnership. At all times, Little League shall be deemed to be an independent contractor, and is not authorized to bind Town to any contracts or other obligations. In executing this agreement, Little League certifies that no one who has or will have any financial interest under this agreement is an officer or employee of Town. IX. This agreement shall not be assigned or transferred without the written consent of Town. No changes or amendments of any kind are authorized without the written consent of Town's City Manager and shall not be effective unless agreed to in writing by both Town and Little League. This agreement shall not become effective until its approval and execution by Town. In witness whereof, the parties have executed this agreement effective the day and year first written above. Los Altos/Los Altos Hills Little League By. Title:' Town of Los Altos Hills By: Mayor Approved a to Form: By: City Cler1<__J TOWN OF LOS ALTOS HILLS June 2, 2005 Staff Report to the City Council RE: PROPOSED NEW AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND THE LOS ALTOS HILLS/LOS ALTOS LITTLE LEAGUE FOR USE OF TOWN OWNED RECREATION FACILITIES LOCATED ON PURISSIMA ROAD. (PURISSIMA LITTLE LEAGUE FIELDS) FROM: Jimmy Forbis, Parks and Recreation Supervisor APPROVED: Maureen Cassingham, City Manager RECOMMENDATION: That the City Council: Authorize Staff to terminate the current agreement (Attachment 1) and approve the updated agreement (Attachment 2) between the Town of Los Altos Hills and the Los Altos/Los Altos Hills Little League for use of the Purissima Little League fields. BACKGROUND At the May 23rd, 2005 Parks and Recreation Committee meeting, the Committee voted to recommend that the City Council approve the updated agreement between the Town of Los Altos Hills and the Los Altos/Los Altos Hills Little League for use of the Purissima Little League Fields. The current agreement has been in effect since 1991. It renews automatically every year unless either party provides written notice 60 days prior to the commencement of the Town's fiscal year on July 1. Under this agreement, the Little League has priority use of all fields from January 15 through Labor Day. The Little League is also authorized to contract for maintenance services and allocate water resources. Consequently the Little League controls this finance and resource commitment. The current agreement requires the Los Altos Hills Parks and Recreation Department to request approval from the Little League for use of the fields. This requirement hinders the Parks and Recreation Department's ability to schedule summer activities. DISCUSSION Field Use The updated agreement permits the Little League to have priority use for all scheduled activities that are insured and sponsored by Little League, provided that this schedule has been submitted to the Town in writing. Previously, the Little League received priority use of the Fields regardless of when or if they notified the Town. This revision allows the Los Altos Hills Parks and Recreation Department to schedule camps, activities, and rentals when the Little League has no scheduled use. The agreement continues to encourage spontaneous recreation opportunities for Town residents with Town approval. Maintenance and Water Use The previous agreement permitted the Little League to make all maintenance and irrigation decisions. Maintenance was cost -shared with the Town in which the Town would pay two dollars for every dollar contributed by the Little League. The new agreement gives the Town decision-making control over all maintenance and irrigation decisions while the Little League will still pay one dollar for every two that the Town spends. Per the new provisions, the Town will monitor water use, authorize maintenance expenditures, and implement recommendations from the Purissima Hills Water District. The Towns' Parks and Recreation Supervisor will be assigned to professionally manage the fields, thus replacing current volunteer management. Term The current agreement is for a one-year term and includes an annual renewal clause that permits either party to terminate 30 -day written notice. The new agreement extends the term to three years with an automatic three-year renewal clause. Either party may terminate the agreement with or without cause by providing 180 -day notice. ATTACHMENTS: 1) Current agreement between the Town of Los Altos Hills and the Los Altos/Los Altos Hills Little League dated January 10, 1991. 2) Proposed agreement between the Town of Los Altos Hills and the Los Altos/Los Altos Hills Little League. AGREEMENT FOR USE, MAINTENANCE AND IMPROVEMENT BY LOS ALTOS/LOS ALTOS HILLS LITTLE LEAGUE OF PLAYING FIELD FACILITIES OWNED BY THE TOWN OF LOS ALTOS HILLS BY THIS AGREEMENT made and entered into on this 17th day of February 2005 ("Effective Date") by and between the TOWN OF Los ALTOS HILLS, a municipal corporation ("Town") and Los ALTOS LITTLE LEAGUE, INC. a California non-profit corporation ("Little League"), in consideration of their mutual covenants, the parties hereto agree as follows: I. Parties. The parties shall be Town and Little League. II. Purpose. This agreement is intended solely to document Little League's rights and obligations with respect to the Fields, to allow Town and Little League to provide the highest quality playing fields possible to Town residents, Little League activities and other users (including non-resident participants in organized youth sports leagues, school activities, informal recreational activities initiated by Town residents, etc.) and to allocate responsibility, authority and costs for maintenance and improvements. III. Premises. The premises covered by this agreement include the four Town -owned playing fields ("Fields") on Purissima Road. (Attachment 1) IV. Terms and Conditions. A. Term. The term of this agreement shall commence on the Effective Date and, unless terminated or renewed as provided herein, shall expire on June 30, 2008. B. Renewal. This agreement shall automatically renew for successive three-year periods, unless written notice is provided by one party to the other no later than April 1 immediately preceding the then current expiration date. C. Termination. Either party may terminate this agreement by providing not less than 180 -day prior written notice. Such termination cannot affect the practice, game or postseason schedules that have be submitted by January 1 and/or March 15. The monetary obligations of the parties, which have accrued prior to any termination, shall survive such termination. D. Primary User. 1. In consideration for Little League's agreement to share maintenance costs and its other covenants herein, Little League shall be the primary user of the Fields on a year-round basis without fees, costs or other use charges payable to Town. 2. Little League will only be considered the Primary User for activities that included on all schedules, including updates given to Town as per IV E. Town shall have the ability to use or schedule Fields for other purposes by the Town, as long as such use does not materially interfere with the initial submitted schedules or any written updates that have been provided to Town, provided that such updates do not conflict with Town's already scheduled activities that were based on the initially submitted or updated schedules. E. Scheduling. 1. Little League will provide to Town proposed schedules of uses for each Field it intends to use for the then current year for tryouts and other pre- season Little League activities by January 1 (or by the Effective Date for the first year of the term of this agreement); for games, practices and post - season activities by March 15; and for fall activities by September 1. Furthermore, Little League shall provide to Town any updates to these schedules in written form only. Additionally, Little League shall designate private contact information for its then current Fields Commissioner by December 15. 2. Town may schedule all potential other users during any time periods when there are no scheduled Little League activities. Town agrees not to schedule any event that would cause damage or materially affect the condition of the fields, in terms of Little League's activities. Town shall require any group scheduling an event to indemnify, defend and hold Town harmless and carry insurance to that effect during the event. Informal, non-scheduled use by residents of Town will continue to be encouraged, as long as such use does not interfere with scheduled usage or cause damage to Fields. 3. Any scheduling conflict that cannot be resolved by the parties shall be submitted to the City Council of Los Altos Hills for final resolution. F. Fee Schedule. Town shall develop and implement a fee schedule for scheduled uses by those persons and groups other than Little League. G. Water. Town and Little League shall work together to ensure adequate amounts of water are available to maintain all Fields in playable condition. Both parties recognize that water usage cannot exceed any allocations or violate other prohibitions imposed by the water purveyor and that good water management and conservation practices shall be observed at all tunes. Town will ensure that watering is performed according to recommended policies of the Purissima Hills Water District, and any other governmental entity that may later exist with authority over such water use. H. Maintenance. 1. Town shall maintain Fields and all improvements in a mutually agreed- upon, fully usable condition that adheres to general industry standards for baseball playing surfaces at all times, subject to water availability, except for those periods approved by Town to complete renovations or other modifications to Fields. No renovations or modifications of the Fields may be conducted between January 10 and July 31 of each year, unless necessitated by an emergency or to remedy a hazardous condition. Further, Town shall use best efforts to provide Little League with as much advance notice as possible of said periods. 2. A communication process shall be established wherein Little League's Field Commissioner shall be empowered to speak directly with the Town's designated representative to communicate the maintenance and improvement needs of the fields. 3. Town shall be solely responsible for all costs of maintenance and repair of the parking lot, public restrooms, spectator bleachers, facility plumbing, irrigation, electrical service up to and including the main service box, curbs, watering of street and parking lot trees, and pruning of mature street trees. 4. Little League shall be solely responsible for all costs of maintenance and repair of the electronic scoreboards, batting cages, field storage boxes, sheds, the public address system and equipment in the concession stand. 5. The responsibility for the items that are not included in either H.3 or H. 4 shall be included in the cost-sharing items as governed by I. 1. These items include the fields, fencing, dugouts, bases, restroom upkeep and backstop pads. 6. Should the parties be unable to reach an agreement on fiscal responsibility for any item not specifically addressed in this agreement, they may submit the disputed items to the City Council of Los Altos Hills for final resolution. 7. The parties shall meet prior to February 1 of each calendar year to submit additional playing field maintenance/improvement requests for the upcoming season, and Town will use good faith efforts to complete all such additional work that is mutually agreed-upon prior to the upcoming game season. I. Maintenance Costs. 1. Little League shall contribute to the costs of improvements and maintenance identified in IV.H.1 and IV. H.5 on a cost-sharing basis. For each fiscal year, Little League will contribute one dollar for every two dollars contributed by Town. Town, subject to the review process delineated in IV. J, shall have sole reasonable determination of justifiable expenses. Both parties agree to use good faith in making fiscal decisions that will not undermine the overall fiscal health of either entity. 2. Town shall pay, and not be reimbursed by Little League, for Field maintenance and/or repairs that are outside the parameters of typical wear and tear from Little League field use, unless repair/maintenance is necessitated directly as a result of gross negligence or malicious conduct committed by Little League, its agents or officers. 3. Town and Little League may agree to cost -share major infrastructure/capital improvement projects on a case-by-case basis. 4. Utilities responsibilities: Town shall be solely responsible for the payment of all charges for garbage service and water usage. Little League shall be solely responsible for the payment of all charges for electricity usage. J. Payments. Little League will pay Town its share of maintenance costs on an annual basis, upon receipt of submitted invoices. Town will submit these invoices for payment to Little League by September 1 of the calendar year, and Little League shall have a period of thirty (30) days to review these submitted invoices. If Little League is in full agreement with all items on these invoices, it shall immediately remit all undisputed payments to Town. If there are any items that Little League disputes, Little League shall meet with Town's representative during this thirty (30) day period to discuss, and hopefully reach agreement upon, these disputed items. If the parties are not able to reach agreement, any remaining disputed items, as to the allocation of maintenance costs, shall be submitted by parties to the City Council of Los Altos Hills for final resolution. K. Sublet. Little League shall not have the authority to sublet any portion of premises. All field rentals and/or sublets may only be authorized by Town and only in writing. Little League, however, shall be permitted to seek reimbursement from field renters for use of Little League's equipment. Town shall permit Little League to operate the concession stand and such operation shall not be considered a sublet. All unaffixed items contained within the concession stand shall be the property and responsibility of Little League. L. Modifications. Little League shall not make any structural modifications without the prior written approval by an authorized representative of Town. After completion of approved changes by Little League, Little League shall provide to Town approved as -built drawings, if applicable. M. Improvements. All affixed improvements on Fields, including but not limited to any affixed improvements constructed by Little League, are and shall remain the property of Town, even at the termination of this agreement. N. Locks. Little League shall place no locks or other barriers to entry on any portion of Fields without prior approval by Town and providing to Town copies of all keys or other entry mechanisms. O. Conditional Use Permit. Little League agrees to abide by and ensure that all participants in its activities abide by all terms of Conditional Use Permit #58-04- CUP. Requests for changes to the Conditional Use Permit must be made during the annual review. V. Hold Harmless. Little League agrees to indemnify, defend and hold harmless Town, its officers, agents and employees from any all demands, claims or liability of any nature, which may arise out of or occur by reason of any act or omission on its part, or the part of any of its employees, contractors, subcontractors, agents or representatives in furtherance of or related to this agreement, other than acts involving gross negligence or intentional misconduct by Town, its officers, agents or employees. Little League also agrees to require any contract with it contractors or subcontractors to contain a provision requiring that the contractor or subcontractor indemnify, defend and hold harmless Little League and Town and their officers, agents and employees from any and all demands, claims or liability of any nature which may arise out of or occur by reason of any act of omission on the contractor or subcontractor's part, or the part of any of its employees, contractors, subcontractors, agents or representatives in furtherance of or related to the contract with Little League. VI. Insurance. 1. General Liability Insurance. Little League shall also procure and maintain at all times during the term of this Agreement, General Liability Insurance covering Little League and Town and Landlord for any liability arising out of the use of, or occurring in, on, or about the Fields. The policy shall be subject to a limit for each occurrence of at lease One Million Dollars ($1,000,000) naming as an additional insured, Town and its officers, employees and agents. The Insurer(s) shall agree that its policy is Primary Insurance and that it shall be liable for the full amount of any loss up to and including the total limit of liability without right of contribution from any other insurance covering Town. 2. Inclusion of Town as an additional insured shall not in any way affect its rights with respect to any claim, demand, suit, or judgment made, brought or recovered against Little League. Said policy shall protect Little League and Town in the same manner as though a separate policy had been issued to each; but nothing in said policy shall operate to increase the Insurer's liability as set forth in the policy beyond the amount or amounts shown or to which the Insurer would be liable if only one interest had been named as an insured. 3. At the request of Town, Little League shall deliver to Town a Certificate of Insurance and endorsements which shall indicate compliance with the insurance requirements of this paragraph and shall stipulate that thirty (30) days advance written notice of cancellation or material change shall be given to Town. 4. Upon execution of this agreement, and at all times during this agreement, Town and Little League's contractors and subcontractors entering onto the Fields to have in full force and effect, at their sole expense, for the joint benefit of the contractors, Little League and Town, liability insurance in which Town and Little League are named as additionally insured. The insurance required thereunder shall be in the amount of at least one million dollars ($1,000,000.00) combined limit for bodily injury and property damage, shall be carried by insurers authorized to transact business in California, and shall be primary as to Town and Little League and non- contributory with any insurance which may be carried by Town or Little League. The insurance policy shall have a 30 -day notification to Town and Little League before any change in the policy or cancellation. Little League shall keep a current certificate of insurance from its contractors and subcontractors on file with the Town at all times. VII. Non -Discrimination. No discrimination shall be made in the employment of persons under this agreement because of race, color, national origin, age, ancestry, religion, or sex of such person. VIII. Interest of Little League. It is understood and agreed that this agreement is not a contract of employment or partnership. At all times, Little League shall be deemed to be an independent contractor, and is not authorized to bind Town to any contracts or other obligations. In executing this agreement, Little League certifies that no one who has or will have any financial interest under this agreement is an officer or employee of Town. IX. This agreement shall not be assigned or transferred without the written consent of Town. No changes or amendments of any kind are authorized without the written consent of Town's City Manager and shall not be effective unless agreed to in writing by both Town and Little League. This agreement shall not become effective until its approval and execution by Town. In witness whereof, the parties have executed this agreement effective the day and year first written above. Los Altos/Los Altos Hills Little League Town of Los Altos Hills I: Title: IC Mayor Approved as to Form: City Clerk