2026 LICENSE AGREEMENT
THIS 2026 LICENSE AGREEMENT (this “Agreement”) is made and entered into this __ day of _______, 2026 by and between City of Lancaster, a California municipal corporation and charter city (“Licensor”) and Antelope Valley Soccer, LLC, a Delaware limited liability corporation (“Licensee”).
Licensor and Licensee are referred to collectively herein as the “Parties” and individually as a “Party.” A.Licensor is the owner of certain parcels of real property of approximately 20 acres and improvements thereon located in the City of Lancaster, California commonly known as Front Row Center or Assessor’s Parcel Numbers (APNs) 3153-015-958, 3153-015-959, 3153-067-913, 3153-067-914 and 3153-067-915 (the “Property”).
B.The Parties entered into that certain License Agreement dated April 10, 2025, permitting Licensee to make limited use of the Property for the purpose of parking in conjunction with Antelope Valley Soccer, LLC events at the Lancaster Municipal Stadium for the 2025 season beginning April 5, 2025 through October 18, 2025 (the “2025 License Agreement”).
C.The 2025 License Agreement has expired by its terms.
D.Parties desire to enter into a new License Agreement permitting Licensee to make limited use of the Property for the purpose of parking in conjunction with Antelope Valley Soccer, LLC events at the Lancaster Municipal Stadium for the 2026 season, from April 1, 2026 through December 31, 2026.
E.Licensor desires to accommodate Licensee’s limited use of the Property for the purpose of parking in conjunction with the Antelope Valley Soccer, LLC events at the Lancaster Municipal Stadium, by granting a license to Licensee subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby declare as follows:
1.Creation and Description of License.
a.Grant. Licensor hereby grants to Licensee and its employees, agents, representatives and invitees an exclusive license (the “License”) to enter all or any part of the Property, for the purposes and uses and subject to the terms set forth in this Agreement during the Term hereof. The License is not intended to grant a fee interest in the Property, nor is it intended to be a lease or an easement.
b.Use. The License granted in this Section 1 shall be limited to use by Licensee and its employees, agents, representatives and invitees to enter and use all or any part of the Property for the purpose of rough grading, scraping and treating the Property, and for parking vehicles thereon, in conjunction with the Antelope Valley Soccer, LLC events at the Lancaster Municipal Stadium. All use and/or activities relating to this license, including but not limited to rough grading, scraping and treating of and parking on the Property, shall be at the sole expense of Licensee.
c.Fee. On or before the 15 th day of each month of the Term, Licensee shall pay to Licensor a fee, without deduction, set off, prior notice or demand, of Twenty-Five Percent (25%) of Parking revenue generated per event (the “License Fee”) during the preceding month.
1. For purposes of this Agreement, “Parking Revenue” shall mean and include all revenues collected by Licensee for use of the Property.
2. Records. Licensee will keep complete and accurate records relating to Parking Revenue; which records shall at a minimum include the dollar amount and quantity of individual transactions that make up the total Parking Revenue for the applicable month. Such records shall be maintained for a period of not less than three (3) years following the expiration of the Term.
3. Audit. Licensor will have the right at its sole expense, , to make an examination and audit, not more frequently than semi-annually, during normal business hours, of Licensee’s records as may contain information bearing upon the amounts due pursuant to this Agreement.
Prompt adjustments shall be made by either Party for any errors or omissions disclosed by such audit and not reasonably disputed by either Party. If the audit reveals an underpayment to Licensor of more than fifteen percent (15%), then Licensee shall bear the cost of the audit.
2.Term. The term of the License (the “Term”) shall commence upon full execution hereof, and shall automatically expire and be of no further force and effect at midnight on Decmber 31, 2026.
3.Revocability and Termination. Licensor shall have the right to revoke this Agreement, including the License granted herein, in whole or in part, at any time and for any reason, with or without cause, effective immediately upon written notice to Licensee. In any event, this License, and all other rights granted to Licensee herein, shall terminate, without notice and without any further action by Licensor, at the end of the Term. In the event of either a revocation or termination of the License, any and all License Fees accrued and unpaid as of the date of such revocation or termination shall become immediately due and payable. The indemnities, rights, obligations and releases contained in this Agreement shall survive termination or revocation of this License, and shall remain in full force and effect in perpetuity.
4.Mutual Cooperation. Licensor and Licensee agree to cooperate and execute any additional documents that may reasonably be required to effectuate the purpose of this Agreement.
5.Condition of Property. With respect to Licensee’s use of the Property under the License, Licensee accepts the Property in an “as is” condition. Licensor expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability for Licensee’s intended use of the Property.
6.Maintenance of Property. Licensee shall use and conduct activities on the Property, as authorized under the License, in such a manner as will result in the least damage and inconvenience to Licensor. Licensee shall maintain the Property in a neat, clean, orderly and safe condition and shall be responsible for any damage done to any person, or to the Property or any other property, caused by Licensee or its officers, directors, employees, agents, permittees, independent contractors, insurers, lenders, representatives, successors or assigns (collectively, “Licensee’s Affiliates”). Licensee shall sweep, clear and/or clean the Property as is reasonably necessary. Upon revocation or termination of the License, Licensee shall peaceably surrender and quit the Property in good order, and in the same condition and repair as existed prior to Licensee’s entry, reasonable wear and tear excepted only, and, at its expense, shall remove all of its personal property and repair any damage to the Property occasioned by removal of these items.
7.Liens. Licensee shall not permit to be placed against the Property, or any part thereof, any design professionals’, mechanics’, materialmen’s, contractors’ or subcontractors’ liens. Licensee shall indemnify, defend and hold Licensor and Licensor’s Affiliates (as defined below) harmless from all liability for any and all liens, claims and demands, together with the costs of defense and reasonable attorneys’ fees, related to same. In addition to and not in limitation of Licensor’s other rights and remedies under this Agreement, should Licensee fail either to discharge any lien or claim related to Licensee’s use of the Property or to bond for any lien or claim to the satisfaction of Licensor, or to indemnify, hold harmless and defend Licensor from and against any loss, damage, injury, liability or claim arising out of Licensee’s use of the Property, then Licensor, at its option, may elect to pay any lien, claim, loss, demand, injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs, expenses and attorneys’ fees incurred in doing so shall be paid to Licensor by Licensee upon written demand, together with interest thereon at the rate of ten percent (10%) per annum from the date incurred or paid through and including the date of payment by Licensee.
8.Compliance With Laws/Permits. Licensee shall comply with all federal, state and local laws, statutes, orders, ordinances, rules, regulations, plans, policies and decrees with respect to its activities on the Property. Without limiting the generality of the foregoing, Licensee, at its sole cost and expense, shall obtain any and all permits, licenses or approvals which may be required by any law, statute or regulation or by any governmental authority for any activities Licensee desires to conduct or have conducted pursuant to the License. Licensee shall promptly furnish to Licensor copies of any and all permits, licenses, approvals Licensee receives or submits with respect to activities conducted under the License.
9.Indemnification.
(a)Indemnity. Licensee shall indemnify, defend and hold harmless Licensor, its partners, officers, directors, elected officials (if any), employees, agents, insurers, lenders, representatives, successors and assigns (collectively, “Licensor’s Affiliates”), from and against, any and all actions, rights, demands, debts, obligations, damages, liabilities, judgments, losses (including but not limited to diminution in value and loss of rents), claims, costs or expenses (including, but not limited to, reasonable attorneys’ and/or expert witness fees and costs) of any kind whatsoever, to any person or property resulting from, relating to or arising out of (i) any breach by Licensee or Licensee’s Affiliates of the terms of this Agreement, or (ii) any act or omission of Licensee or Licensee’s Affiliates, including but not limited to such acts or omissions conducted on the Property or pursuant to the License or this Agreement.
10.General Release.
(a)Licensee, on behalf of itself and Licensee’s Affiliates, irrevocably and unconditionally releases and discharges Licensor and Licensor’s Affiliates from any and all claims, actions, causes of action, rights, demands, debts, obligations, damages, liabilities, judgments, losses, costs, and expenses, fine, lien or penalty, whether foreseen or unforeseen, direct or indirect, known or unknown, which Licensee or any of Licensee’s Affiliates has or may have against Licensor or Licensor’s Affiliates arising out of or relating to any matters, or any acts or omissions on the part of Licensor or Licensor’s Affiliates, relating to (i) the physical condition of the Property, (ii) this Agreement, and (iii) Licensee’s use and occupancy of the Property. (b)Licensee, on behalf of itself and Licensee’s Affiliates, hereby expressly waives the provisions of Section 1542 of the California Civil Code, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR. IT IS
UNDERSTOOD BY LICENSEE THAT IF THE FACTS OR LAW WITH RESPECT TO
WHICH THE FOREGOING RELEASE IS GIVEN HEREAFTER TURN OUT TO BE
OTHER THAN OR DIFFERENT FROM THE FACTS OR LAW IN THAT
CONNECTION NOT KNOWN TO BE OR BELIEVED BY LICENSEE TO BE TRUE,
THEN LICENSEE HERETO EXPRESSLY ASSUMES THE RISK OF THE FACTS OR
LAW TURNING OUT TO BE SO DIFFERENT, AND AGREES THAT THE
FOREGOING RELEASE SHALL BE IN ALL RESPECTS EFFECTIVE AND NOT
SUBJECT TO TERMINATION OR RESCISSION BASED UPON SUCH DIFFERENCES IN FACTS OR LAW. LICENSEE HAS BEEN REPRESENTED BY COUNSEL IN
CONNECTION WITH THIS AGREEMENT AND THIS RELEASE, AND FULLY
UNDERSTANDS AND VOLUNTARILY WAIVES THE RIGHTS AFFORDED BY SECTION 1542 OF THE CALIFORNIA CIVIL CODE.”
(c)The foregoing release shall survive the revocation or termination of the License.
11.Inspection. Licensor and its partners, representatives, employees, agents or independent contractors may enter and inspect the Property and Licensee’s use thereof pursuant to the License at any time and from time to time.
12.Execution of Agreement. Each of the undersigned hereby represents and warrants that it is authorized to execute this Agreement on behalf of the respective parties to this Agreement and that this Agreement, when executed by those parties, shall become a valid and binding obligation, enforceable in accordance with its terms.
13.Assignment, Successor and Assigns. This Agreement shall not be assigned by Licensee without the prior written consent of Licensor, which consent may be unreasonably withheld. This Agreement shall be binding as to the parties’ authorized respective representatives, successors, heirs and assigns.
14.Amendment or Extension. This Agreement may be amended or extended only by a written instrument signed by both parties. Extensions may only be granted through the end of the 2028 United Soccer League season.
15.Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received and personally deliver; when transmitted, if transmitted by telecopy, electronic or digital transmission method; the day after it is sent, if sent or next day delivery to a domestic address by a recognized over-night delivery service (e.g., Federal Express); and upon receipt, if sent by certified registered mail, return receipt requested. In each case, notice shall be sent to:
If to Licensor:
City of Lancaster
44933 North Fern
Avenue Lancaster, CA
93534
Attn: City Manager
If to Licensee:
Antelope Valley Soccer, LLC
Lancaster Municipal Stadium
Lancaster, CA 93536
Attn: John Smelzer
Any party may change his address by giving all other parties written notice of his new address as herein provided.
16.Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning a license to use the Property and supersedes any and all contracts and agreements, written or oral, between the parties concerning a license to use the Property.
17.Severability. If any provision, term, covenant or condition (collectively, “Provision(s)”) of this Agreement is held to be void, invalid or unenforceable as written, then such Provision shall be enforced to the fullest extent legally possible, and the remainder of the Provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
18.Applicable Law. The validity of this Agreement and of any of its Provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed pursuant to and in accordance with the laws of the State of California.
19.Waiver. No waiver of any breach or default of this Agreement by any party hereto shall be considered to be a waiver of any other breach or default of this Agreement.
20.Attorneys’ Fees. In the event of any controversy or dispute related to or arising from this Agreement, the prevailing party, whether in court or by way of out of court settlement, shall be entitled to recover from the non-prevailing party the prevailing party’s actual attorneys’ fees, court costs and other expenses relating to such controversy, including, without limitation, actual attorneys’ fees, court costs and other expenses incurred on the appeal, if any, or in the collection of any judgment.
21.Insurance.
A. Antelope Valley Soccer, LLC, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Contractual Liability/Independent Contractors; Property Damage (Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations) B. Antelope Valley Soccer, LLC’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. All insurance shall be primary and non-contributory as respects the Licensor insured entities. Any insurance or self-insurance maintained by the Licensor insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it.
D. Antelope Valley Soccer, LLC shall furnish the Licensor with Certificates of Insurance and with endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
i. List in the “Descriptions of Operations/Locations/Vehicles” section:
“Antelope Valley Soccer, LLC events at the Lancaster Municipal Stadium for the 2026 season beginning April 1, 2026 – December 31, 2026 and off-site parking.
The City of Lancaster, its elected officials, officers, employees and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
ii. List in the “Certificate Holder” section:
The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534. [Signatures begin on following page]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
LICENSOR:
CITY OF LANCASTER,
a municipal corporation and charter city
By:_______________________________
Name: Trolis Niebla
Its: City Manager
ATTEST:
_______________________________
City Clerk
APPROVED AS TO FORM:
_______________________________
City Attorney
LICENSEE:
ANTELOPE VALLEY SOCCER, LLC,
a Delaware limited liability corporation
By:_______________________________
Name: John Smelzer
Its: Founder & President