FACILITIES USE AGREEMENT2022.v4 1
FACILITIES USE AGREEMENT
THIS FACILITIES USE AGREEMENT (“Agreement”) is made effective when signed between the parties hereto and is by and between the CITY OF MARYSVILLE, A MUNICIPAL CORPORATION (“City”) and YUBA-SUTTER YOUTH SOCCER LEAGUE, INC. (“Licensee”).
RECITALS
A. The City is the owner of Beckworth Riverfront Park which is a public park within the City.
B. Licensee has previously promoted, sponsored, supported, supervised and conducted youth soccer training and competition in a portion of Beckworth Riverfront Park pursuant to a prior agreement (the “Original Agreement”) which has expired December 1, 2022.
C. Prior to the original agreement the Beckworth Riverfront Park was undeveloped D. The soccer complex was developed through the efforts of the Yuba-Sutter Youth Soccer League, which included the fields, the sprinkler system and the buildings, and the roadways through the complex.
E. It is agreed by Licensee that it has been fully compensated for the above-described improvements by virtue of the benefits it received under the Original Agreement.
F. Licensee desires to continue to use a portion of Beckworth Riverfront Park and the City is agreeable to allow the same pursuant to the conditions, covenants and provisions of this Agreement. Attached hereto as Exhibit A and incorporated herein is an aerial photograph which depicts (with outlining as indicated) that portion of Beckworth Riverfront Park which Licensee will be allowed to occupy from time to time provided such occupancy is in compliance with the terms and conditions of this Agreement (hereinafter the “License Area”).
NOW, THEREFORE, in consideration of the foregoing facts and circumstances and the mutual promises contained herein, the parties agree as follows:
SECTION 1
Incorporation of Recitals
The foregoing recitals are not merely recitals but are contractual in nature and are incorporated into this Agreement.
SECTION 2
Definitions
In addition to the terms defined elsewhere in this Agreement, the following terms shall be defined as follows:
1. Use Fee - means the fee Licensee owes the City for the right to use the License Area. A Use Fee is due in advance for each year during the term of this Agreement as is specified herein.
2. Youth Soccer Participants - The Articles of Incorporation for Licensee recites a specific purpose of the Licensee to provide “... a program of soccer competition for all youth in the Yuba- Sutter area”. Licensee’s Bylaws provide that membership within Licensee is composed of clubs that are defined as recreational and competitive clubs within the YubaSutter Youth Soccer League. Membership within the Licensee consists of teams registered with Licensee. The Licensee asserts its mission is to “provide recreational soccer games for FACILITIES USE AGREEMENT2022.v4 2
children”. As used herein a reference to “Youth Soccer Participants” refers to the youth in the Yuba-Sutter area who are on a team which plays recreational and/or competitive soccer and such team is registered as a member of Licensee. The Youth Soccer Participants form teams typically in the months of May and June in any given year (the “Youth Soccer Teams”). The Youth Soccer Teams participate in a competitive or recreational season which typically runs from July through December of any given year. As used in this Agreement, the “Soccer Season” refers to the competitive and recreational season between the Youth Soccer Teams comprised of the Youth Soccer Participants.
3. Licensee Use Days - means those days when Licensee has reserved the License Area for youth soccer training and competition involving the Youth Soccer Teams in the areas of Yuba and Sutter Counties. Licensee Use Days may be scheduled outside of the Soccer Season; however, Licensee Use Days do not include events involving Non-Youth Soccer.
4. Community Events - means any and all events permitted, promoted, sponsored and/or staged by the City or on behalf of the City, including without limitation, concerts and other live and film performances or presentations, festivals, fairs, tournaments, rallies and exhibitions, but does not include Licensee Use Days. Community events shall be compatible with the facility’s intended use. Any damage to the facility caused by community events shall be promptly repaired by the City or the event holder.
5. Non-Youth Soccer - As used in this Agreement “Non-Youth Soccer” refers to those events which involve the practice and/or playing of soccer but does not involve “Youth Soccer Participants” or “Youth Soccer Teams”. An example of Non-Youth Soccer would be soccer involving the Yuba-Sutter Adult Soccer League as well as any other soccer wherein the participants are not children (“Children” means age 17 or younger).
SECTION 3
Grant of License and Term Thereof
City grants to Licensee on the terms and conditions set forth in this Agreement a license for use of the License Area on Licensee Use Days. Licensee shall have exclusive use of the License Area on its Licensee Use Days. Licensee shall have no right to use the License Area on days which are not designated as Licensee Use Days, except to the extent that the general public would have rights of use.
Licensee shall conduct all activities at the License Area in compliance with all laws.
Licensee shall have the right to promote, schedule and play Youth Soccer to the extent that the participants are members of Licensee’s Youth Soccer League and covered by Licensee’s insurance. (Namely, the activity in question must involve “Youth Soccer Participants” or members of a “Youth Soccer Team”, or other YOUTH recreational/competitive soccer organization that provides written evidence that it is sanctioned and insured by either “US Youth Soccer” or “US Club Soccer”) Licensee shall not be entitled to schedule (except for Non-Youth Soccer events described below) or conduct activities (whether it be a soccer event, a recreational event, or any other gathering) except for the practice and competition of individuals who members of Licensee’s Youth Soccer Team/League are and covered by its insurance. All uses of the License Area on scheduled Licensee Use Days must be in compliance with this section. All other organized uses of the License Area on other than Licensee Use Days may only be Community Events sponsored and/or approved by the City or “Non-Youth Soccer” events as described below.
Under the Original Agreement, Licensee Scheduled Non-Youth Soccer Events and charged the FACILITIES USE AGREEMENT2022.v4 3
participants in such events for use of the License Area. This practice is no longer permitted. Licensee may continue to reserve dates for Non-Youth Soccer Events provided, however, that the person, firm or entity who will use the License Area must contact the City on the earlier of ten (10) days after Licensee “reserves” a date for a Non-Youth Soccer Event, or ten (10) days prior to the reserved date for the Non-Youth Soccer Event and such person, firm or entity must supply the City with acceptable insurance, sign a Use Agreement acceptable to the City and pay fees to the City for use of the License Area. The City shall pay Licensee fifty percent (50%) of the net fee it collects from the NonYouth Soccer participant net of the City’s costs to administer the permitting process. Licensee shall provide notification of reserved dates to both the City Manager as well as such persons as the City Manager may designate.
This Agreement shall terminate effective December 31, 2032, unless terminated earlier pursuant to the provisions of Section 6 below or unless extended as provided herein.
Licensee shall have the option to extend the term of this Agreement by an additional ten (10) years (from January 1, 2033 through December 31, 2042) provided that Licensee is not in default under this Agreement and provides City with a written exercise of its election to extend the term of this Agreement (“Option Exercise Notice”). The Option Exercise Notice must be provided to the City in the month of May of 2032. In the event Licensee exercises the option to extend the term of this Agreement, the Annual Use Fee shall be $5,250 to increase by $250 per year each year following.
SECTION 4
License Fee and Other Consideration
1. Use Fee. Licensee shall pay to City a Use Fee for the 2023 Soccer Season in the amount of $3,000 to be paid upon execution of this Agreement. Thereafter, on or before January 15, of the remaining years (through 2032), Licensee shall pay to City an Annual Use Fee with an increase of $250 per year starting with the 2024 season (See Fee Schedule Exhibit B) In the event Licensee exercises an Option to Extend the term of this Agreement as provided in Section 3 above, Licensee shall, on or before January 15th of each year (2032-2042) pay to the City an Annual option to extend is properly exercised, Licensee shall likewise pay City on January 15th of each year an Annual Use Fee $5,250 to increase by $250 every year after. (See Fee Schedule, Exhibit B).
If available, the City will propose in writing certain in-kind work, the value of such work and the conditions for accomplishment of the same. Within 30 days of receipt of the proposed list of items the licensee will declare in writing whether or not it will perform the listed tasks. Alternatively, the licensee may propose in-kind work for the City’s approval.
If the City agrees with the utility and value of such work, the City will grant approval in writing and the licensee will declare in writing that it will perform the tasks. If licensee elects to perform the tasks, such work shall be accomplished within six- months of the written declaration. The value of such work will be credited towards the use fee as listed in the use fee schedule. If licensee declines to perform the offered in-kind maintenance and repair work, licensee shall pay to the City the use fee as outlined in the use fee schedule.
In-kind work shall not supplant obligations under section 5 of the agreement and appropriateness of in-kind work shall be at the sole discretion of the City.
2. Deposit. Licensee shall deposit with the City $5,000 as a guarantee of performance to FACILITIES USE AGREEMENT2022.v4 4
ensure facility is turned back to the City in good or better condition as when possession was taken, and all utility payments are paid current. City and Licensee shall perform a walkthrough inspection prior to and upon completion of each season to record the condition of the facility. Upon satisfactory inspection of facility and verification that all utility payments are current, the deposit will be returned to Licensee, or at the licensee’s option the deposit may be applied to the following season. All outstanding utility payments must be made prior to commencement of future season activities by the licensee. The deposit does not include interest.
3. Parking. The parties agree, following execution of this Agreement, to negotiate in good faith for the implementation of a plan to collect and share parking fees during Licensee Use Days which will allow each party to share parking revenue (whether vehicles are parked on the License Area or adjacent City property). Unless and until such time as the parties reach further agreement regarding the mechanism to charge for parking and the division of revenues concerning the same, the following provisions shall apply:
A. Licensee may charge for parking only as to those vehicles which park within the License Area on a Licensee use day.
B. Licensee may not sell or reserve any parking space within the License Area beyond the expiration of the current Soccer Season (there shall be no “advance sales” or parking except for the current Soccer Season within the License Area and on Licensee Use Days only).
C. In the event the parties have not reached an agreement regarding the mechanism to charge for parking and the division of revenues concerning the same by June 1, 2024, then in such an event, parking fees collected by Licensee granting the privilege of parking on and after June 1, 2024 shall be automatically split 50/50 between Licensee and the City. Commencing July 1, 2024 and thereafter, no less than monthly, Licensee shall account to the City and pay to the City half of the parking fees it collects for parking within the License Area. Licensee shall provide a monthly report to the City Finance Department which will include a report of all receipts and payments.
4. Utilities. The cost of utility services and any other service supplied for the License Area, namely water, sewer, gas, electric, as well as trash and recycled product removal, and any other services or utilities shall be the responsibility of Licensee. The Licensee will directly pay PG&E for electrical meter #1010126493 used for the well pump within the Facility for irrigation water. In addition, the Licensee will be responsible for the following percentages for utility costs that will be bill monthly by the City to the Licensee. a. Electrical Meter at Boat Dock (sewer lift station meter # 1004560940, Service ID 1418428456)
33%
b. Potable Water (California Water Service, reference meter #84610830, Account #9644266666) Licensee will pay 33% of the fixed service charge listed on the CalWater invoice. The licensee will pay their proportion of balance of the charges listed on the invoice based on proportion of water usage read from the meter at point of service divided by the total water usage as documented on the CalWater invoice.
*
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c. Garbage Services in excess of the current limited garbage services provided to the City or in the event that the current limited garbage services are cancelled or terminated by the City’s service provider. 100%
All remaining percentages shall be paid by the City.
SECTION 5
Improvements, Maintenance, Repairs and Operations
1. Licensee shall have the right and obligation to manage and operate the License Area and shall, at its sole expense, clean this area and keep it in orderly condition.
2. During the term of this Agreement, in addition to its obligations under paragraph 1, Licensee is responsible to maintain the Soccer fields within the License Area to include without limitation all mowing, fertilizing and irrigating. Licensee shall be responsible to maintain the sewer, water, electrical and irrigation systems within and serving the License Area, including the well and pump. Licensee shall be responsible to close and lock the Owen Drive gate at nights and during the day except when the License Area is in use. Licensee shall clean, maintain and repair the restrooms and snack bar facility, to include providing all supplies for use at those facilities. Licensee shall be responsible to maintain the entire surrounding fence at the License Area. Licensee shall have the right and obligation to provide adequate supervision and control of participants and spectators at its activities.
3. Discretionary Improvements. Should Licensee desire, at its own expense, to make alterations and improvements to the License Area as are reasonably necessary or appropriate for Licensee’s use, the same may not be undertaken until approved in writing by the City, and once approved, such alterations or improvements must be performed in a good and workmanlike manner by qualified personnel, and subject to any agreement or terms City might impose in relation to such improvements. Any necessary operations, maintenance and/or repairs relating to such alterations or improvements are the sole responsibility of Licensee, unless City first agrees in writing to accept responsibility. At the end of the term of this Agreement, any improvement installed by Licensee shall remain at the License Area and shall be property of the City. Licensee shall obtain any and all required City permits prior to making any improvements.
SECTION 6
Termination, Default, Remedies
1. By Destruction. In accordance with Section 7 of this Agreement, City may terminate this Agreement.
2. Default by Licensee. It shall be a default under this Agreement if any of the following occurs:
A. Licensee fails to pay the License Fee, and any other costs, surcharges or other monetary obligations as required by this Agreement; or
B. Licensee fails to observe and comply with any other term, condition, covenant or agreement to be observed and complied with by Licensee under this Agreement.
C. The City shall provide Licensee a 10-Day Notice to Cure or Quit before terminating this Agreement (termination shall be by written notice to Licensee after such 10-Day Notice to Cure or Quit). In the event Licensee breaches this Agreement in a fashion which is not subject to cure, the City may terminate this Agreement immediately by FACILITIES USE AGREEMENT2022.v4 6
written notice to Licensee.
3. For Convenience. The City may, for its convenience and in its sole discretion, terminate this Agreement upon giving no less than 9 months written notice to Licensee.
4. Ongoing Obligations. The expiration or earlier termination of this Agreement shall not terminate those rights and obligations which by their nature shall continue until satisfied to include without limitation indemnity insurance and insurance obligations (Section 8 of this Agreement).
SECTION 7
Damage or Destruction
In the event damage to the License Area is due to flooding, Licensee shall be given the opportunity at its sole cost and expense to restore the License Area and must commit to do so within ten (10) days following notice from the City of its intent to terminate the Agreement due to flooding. Any undertaking on the part of Licensee to restore the License Area following damage by flooding must be accomplished (the restoration must be complete) within six (6) months of Licensee’s notice of intention to restore the License Area. In the event the License Area is substantially or totally damaged or destroyed so as to be unfit for use by Licensee as contemplated, City in its sole and absolute discretion may terminate this Agreement. In the event City elects to terminate this Agreement, it may give Notice of Termination which shall be effective immediately. Whether City elects to terminate this Agreement pursuant to this section, City shall have no liability to Licensee with respect to any losses or damage occasioned by Licensee due to such termination or due to any delays occasioned by the time of repair, construction/reconstruction of the facilities within the License Area.
SECTION 8
Indemnity; Insurance
1. Indemnity by Licensee. Licensee shall indemnify and hold City, and its representatives officers, directors, employees and agents free and harmless from any and all claims, suits, liens, demands, damages, injuries, liabilities, losses and expenses of any kind (including reasonable attorneys’ fees, expert witnesses and costs of investigation with regard to any claim, demand or action) to the extent they arise out of or are in any way connected with the performance of this Agreement by City, its agents, directors or employees or by Licensee, its agents, directors or employees whether such claims, liens, demands, losses or expenses are based upon a contract or upon a claim for personal injury, death, or property damage or upon any other legal or equitable theory whatsoever. Licensee agrees at its own expense and upon written request by City, to defend any claim, suit, action or demand brought against City on any injury, loss, or liability, actual or alleged covered herein. Notwithstanding this defense obligation, Licensee shall not be required to indemnify City from loss or liability to the extent such loss or liability arises from the sole active negligence or willful misconduct of City, its agents, directors and employees, at such time that such sole active negligence or willful misconduct has been finally determined by a court of competent jurisdiction.
Licensee shall provide City with a defense until such determination has been made (i.e., until a court of competent jurisdiction has finally determined that the loss or liability arises from the sole active negligence or willful misconduct of City, Licensee shall provide a defense as to such loss or liability). Licensee’s obligations of defense and indemnity arise even if the claim is frivolous or lacking in merit. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall in no way be limited by, the insurance FACILITIES USE AGREEMENT2022.v4 7
obligations contained in this Agreement. The indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Licensee or its agents under workers’ compensation acts, disability benefit acts or other employment benefit acts. The Licensee shall pay all costs that may be incurred by the City in enforcing this indemnity, including reasonable attorneys’ fees. Licensee’s indemnity obligations survive this Agreement.
Licensee’s duties to defend is separate and independent of its duty to indemnify. The duty to defend includes claims for which the City may be liable without fault of be strictly liable.
The duty to defend applies regardless of whether the issues of negligence, strict liability, fault, default or other obligation on the part of the City has been determined. The duty to defend applies immediately regardless of whether the City has paid any sums or incurred any detriment arising out of or relating (directly or indirectly) to any claims. Licensee shall defend the City with counsel acceptable to the City. Should Licensee refuse to appoint counsel acceptable to the City, the City on behalf of itself may assume the defense of any action, arbitration or proceeding against which Licensee may have an obligation to defend pursuant to this Agreement including the right to appoint counsel of its choice, without effecting Licensee’s obligation to indemnify for the cost of such defense.
Licensee shall be liable to the City for any loss or damage to City property arising from or in connection with Licensee’s performance hereunder.
2. Insurance Requirements.
A. Commercial General Liability. During the term of this Agreement, Licensee shall at all times maintain in full force and effect commercial general liability insurance in an amount determined as reasonably necessary from time to time by Northern California Cities Self-Insurance Fund (NCCSIF), a California joint powers agency, or City’s subsequent insurance carrier. At the commencement of this Agreement, the commercial general liability insurance shall be $2,000,000 minimum combined single limit and a general aggregate limit of at least $5,000,000. The policy shall cover bodily injury, property damage, personal injury and other covered loss however occurring during the policy term. The coverage shall be primary, and any insurance maintained by City shall be excess insurance only. Such insurance shall contain endorsements: (a) deleting any employee exclusion on personal injury coverage; (b) including employees as additional insureds; (c) deleting any liquor liability exclusion; (d) providing for coverage of employer’s automobile non-ownership liability.
The commercial general liability insurance policy shall provide coverage on an “occurrence” basis, including products and complete operations, property damage, bodily injury and personal and advertising injury. If a general aggregate limit applies, the general aggregate limit shall apply separately to this Agreement and the License Area.
B. Automobile Liability. Licensee shall, during the term of this Agreement maintain coverage for automobile liability using ISO Form CA 00 01 covering any auto (Code 1), hired (Code 8) and non-owned automobiles (Code 9), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
C. Workers’ Compensation. During the term of this Agreement Licensee shall at all times maintain in full force and effect workers’ compensation insurance as required by the laws of the State of California. Licensee may be permissibly self-insured in FACILITIES USE AGREEMENT2022.v4 8
accordance with applicable law.
D. Forms of Policies; Deductibles. All insurance policies required by this section shall provide for severability of interests; shall provide that an act or omission of one of the named or additional insureds shall not reduce or void coverage to the other named or additional insureds, shall not reduce or void coverage to the other named or additional insureds; and shall afford coverage for all claims based on acts, omissions, injury and damage, which claims occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. All insurance policies required to be carried under this section shall be (a) written by companies rated A-VII or better in Best’s Insurance Guide and authorized to do business in California, and (b) name City, its officers, officials, employees and volunteers as additional insureds. Any deductible amounts in excess of $5,000 under any insurance policies required to be carried by Licensee by this section shall be subject to City’s prior written approval.
Licensee shall be responsible for any such deductible amount, so that so far as City is concerned, it will be as if the insurance had no deductible.
Each insurance policy required above shall provide that coverage shall not be cancelled, except with no less than thirty (30) days prior notice to City.
Licensee hereby grants to City a waiver of any right to subrogation which any insurer of said Licensee may acquire against City by virtue of the payment of any loss under such insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.
City reserves the right to modify these insurance requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.
City, its officers, officials, employees and volunteers are to be covered as additional insureds on the commercial general liability policy with respect to liability arising out of work or operations performed by or on behalf of the Licensee including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Licensee’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions are used).
For any claims related to this Agreement, the Licensee’s insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Licensee’s insurance and shall not contribute to it.
E. Insurance Endorsements; Failure to Deliver. Licensee shall furnish City upon execution of this Agreement, and thereafter within 30 days prior to the expiration of each such policy, amendatory endorsements issued by the insurer carrier of each policy of insurance carried hereunder and such policy endorsement to verify the additional insured status of City. The endorsements shall expressly provide that the policy shall not be cancellable or subject to reduction of coverage or otherwise be subject to modification except after 30 days’ prior written notice to City. If Licensee shall fail to procure such insurance or deliver such endorsements, City may, at its option, and in addition to City’s other remedies in the event of default by Licensee FACILITIES USE AGREEMENT2022.v4 9
under this Agreement procure the same for the account of Licensee, and the cost thereof shall be paid to City as an additional license fee. Failure to obtain and maintain the required endorsements prior to the commencement of the Soccer Season in 2023 shall not waive Licensee’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
SECTION 9
Sublicense or Assignment of Agreement
1. No assignment or sublicense. The license granted to Licensee is personal to Licensee and may not be assigned or sublicensed in whole or in part to any third party without the prior written consent of City, which City may withhold in its sole discretion.
2. No release. Regardless of City’s consent, no sublicensing or assignment shall release Licensee of Licensee’s obligations or alter the primary liability of Licensee to pay the License Fee and all monetary obligations under this Agreement and to perform all other obligations to be performed by Licensee hereunder, to include the indemnity and insurance obligations. Consent to one assignment or sublicensing shall not be deemed consent to any subsequent assignment or sublicensing. In the event of any default an assignee of Licensee, or any successor of Licensee in the performance of any of the terms hereof, City may proceed directly against Licensee without the necessity of exhausting remedies against such assignee or successor. City may consent to subsequent sublicensing or assignment of this Agreement or amendments or modifications of this Agreement with assignees of Licensee, without notifying Licensee, or any successor of Licensee, and without obtaining its or their consent thereto, and such action shall not relieve Licensee of liability under this Agreement.
SECTION 10
Scheduling of Licensee Use Days
1. Within 15 days of the effective date of this Agreement, Licensee shall provide to City its “Licensee Use Days” as defined in Section 2 above. The schedule of Licensee Use Days shall be made in good faith. “Good faith” means that Licensee has scheduled Licensee Use Days when it honestly and in good faith believes it will require use of the License Area to conduct either soccer practice or soccer competition for youth who are part of Licensee’s Soccer League (namely Soccer Events concerning Youth Soccer participants on Youth Soccer Teams). Additionally, Licensee shall also provide City with a schedule of any NonYouth Soccer Events.
2. Notwithstanding paragraph 1 above, Licensee shall not schedule a Licensee Use Day on July 3rd, 4th or 5th or the first Friday, Saturday and Sunday of October of any year during the term of this Agreement.
3. Other than the excluded days, Licensee shall be allowed the opportunity to schedule its Licensee Use Days. After Licensee submits its schedule for the 2023 Soccer Season, the City may thereafter schedule Community Events on days other than Licensee Use Days. After Licensee submits its original schedule for the Licensee Use Days for the 2023 Soccer Season, it may thereafter add (or remove) days from its schedule, provided that Community Events scheduled after Licensee submits its initial schedule, shall take precedence over Licensee’s desire to schedule additional Licensee Use Days.
4. Thereafter, during each year, the subject of this Agreement, Licensee shall submit its schedule FACILITIES USE AGREEMENT2022.v4 10
of Licensee Use Days to the City on or before January 15th and the City may thereafter schedule its Community Events in the manner set forth above. The City shall use care in the selection of Community Events to minimize damage to the Soccer Fields and shall provide a mechanism to repair damage which might be caused after a Community Event.
5. Licensee shall submit its schedule of Licensee Use Days to the City Manager as well as those additional persons as the City Manager may designate.
6. In the event the City makes available scheduling software for use by Licensee, Licensee shall utilize such software to submit to the City its initial of Licensee Use Days and any additions thereto for a particular Soccer Season.
SECTION 11
MISCELLANEOUS
1. License Fee Payable in United States Money. License Fee and all other sums payable under this Agreement must be paid in lawful money of the United States of America,
2. No Partnership or Other Legal Entity Formed. By virtue of this Agreement no partnership, joint venture, or other legal entity is formed between the parties and neither becomes the guarantor or obligator of any debt, liability or obligation of the other.
3. Licensee’s Employees. No employee, agent, contractor, or other person to the employ of one party shall be deemed to be in the employ of the other party.
4. No Independent Contractor. Neither City, nor Licensee, shall be independent contractors of one another pursuant to the terms of this Agreement.
5. Integrated Agreement; Amendments. This Agreement covers all matters concerning use of the License Area by Licensee. All prior understandings (including the Original Agreement), whether written or oral, shall be of no further force or effect. All amendments hereto shall be in writing, signed by both parties.
6. Notices. Notices to either party, and correspondence between them, shall be made by personal delivery, overnight delivery (Federal Express or equivalent), or registered U.S. Mail.
If notice is given other than by personal delivery, notice shall also be given by email to the addresses designated by a particular party.
To the extent a time limit is prescribed for the giving of any notice, such notice shall be deemed given:
A. Upon personal delivery.
B. At the time shown as the time received by the overnight delivery service or the U.S.
Postal Service.
The addresses, phone numbers and email addresses of the parties are as follows. A party will promptly notify the other in writing of any changes.
City: Jim Schaad City Manager
City of Marysville
526 C Street, PO Box 150
Marysville, California 95901
(530) 749-3901
Email: [email protected]
FACILITIES USE AGREEMENT2022.v4 11
With a copy to:
Rich, Fuidge, Bordsen & Galyean, Inc. Attn: Brant J. Bordsen City Attorney 1129 D Street
Marysville, California 95901
(530) 742-7371
Licensee: Yuba-Sutter Youth Soccer League, Inc.
Attn: Gail Osborne PO Box 878
Yuba City California 95992
Email: [email protected]; [email protected]
7. Authority. Each party represents that the person signing this Agreement on its behalf has been duly authorized to do so in accordance with all applicable laws pertaining thereto and that the signature of such person is to be construed as legally binding the party to the terms and conditions of this Agreement.
8. Binding on Heirs, Successors, and Assigns. This Agreement, and each term and condition of it, shall be binding on the heirs, successors, and assigns of the parties. Nothing in this subparagraph permits Licensee to assign or sublet all or any rights under this Agreement.
9. Modification; Waiver. Changes or modifications to this Agreement may be made by mutual written agreement of the parties. No change or modification shall be effective unless in a writing executed by the parties. No waiver shall be deemed given unless in writing, and one waiver shall not constitute a subsequent waiver.
10. Provisions are Covenants and Conditions. All provisions, whether covenants or conditions, on the part of Licensee shall be deemed to be both covenants and conditions.
11. Nuisance. Licensee shall not commit or permit the maintenance or commission of any nuisance within the License Area.
12. Severability. The unenforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal.
13. Time is of the Essence. Time is of the essence in performance of this Agreement.
14. No Third Party Beneficiaries. Except as specifically provided in this Agreement, nothing in this Agreement is intended to create any third-party benefit.
15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together, when signed by all the parties hereto, shall constitute one and the same instrument.
16. Choice of Law. This Lease shall be governed by the laws of the State of California.
17. Survival. The provisions of this Lease relating to indemnification from one party to the other party, insurance obligations and other obligations of a continuing nature (including the obligation to pay rent and adjustments) shall survive the termination or earlier expiration of this Agreement and shall continue until they are fully satisfied. **SIGNATURES ON FOLLOWING PAGE**
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EXHIBIT A
Arial Photograph of Use Area
FACILITIES USE AGREEMENT2022.v4 14
EXHIBIT B
Fee Schedule
Season
Use Fee
Amount
2023 $ 3,000
2024 $ 3,250
2025 $ 3,500
2026 $ 3,750
2027 $ 4,000
2028 $ 4,250
2029 $ 4,500
2030 $ 4,750
2031 $ 5,000
2032 $ 5,250
2033 $ 5,500
2034 $ 5,750
2035 $ 6,000
2036 $ 6,250
2037 $ 6,500
2038 $ 6,750
2039 $ 7,000
2040 $ 7,250
2041 $ 7,500
2042 $ 7,750