1 FACILITY USE AGREEMENT
This Facility Use Agreement (this “Agreement”) is made effective June 16, 2026, between the parties hereto and is by and between the City of Marysville, a Charter City and Municipal Corporation in Yuba County, California (“City”) and Boom Time Sports, LLC. (“Licensee”).
RECITALS
A. The City is the owner of two baseball/softball fields located within Beckworth Riverfront Park which is a public park within the City. The playing fields spectator area around them, and surrounding area are hereinafter designated the “License Area”. A map of the License Area is attached as Exhibit A.
B. For and in the consideration stated in this agreement Licensee desires to have a nonexclusive license for the use of the License Area for the playing of baseball games, softball games and other recreational activities consistent with the facilities at the License Area, Licensee agrees to install improvements and perform other obligations set forth in this Agreement.
C. At those times when Licensee has not scheduled use of the License Area the City retains access to conduct City sponsored events.
D. Licensee agrees that its obligations and activities at the License Area under this facility use agreement shall be consistent with and in conformance with the provisions of this agreement as set forth below.
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.
2 SECTION 2
Scheduling of Use Days
The City, in conjunction with and pursuant to an agreement with the Yuba County Office of Education (YCOE), has access to YCOE software and computer programs that allow for scheduling of events at City facilities. Licensee shall schedule events at the License Area utilizing the scheduling software of YCOE.
For calendar year 2026, Licensee shall, within ten (10) days of the effective date of this Agreement, use good faith efforts to provide its proposed schedule and intended use periods.
Commencing February 1 of each year and continuing through October 31 of each year (“Primary Use Season”), Licensee shall have the exclusive right to schedule and operate activities within the License Area for baseball, softball, tournaments, practices, leagues, camps, concessions, and related activities associated with Licensee’s operations. During the Primary Use Season, the City shall not schedule third-party users, events, leagues, tournaments, or other recreational activities within the License Area without prior written consent of Licensee.
Notwithstanding the foregoing, the License Area shall remain a public facility owned by the City and nothing herein shall be interpreted as conveying a leasehold interest, exclusive possession, or ownership rights to Licensee.
During the period of November 1 through January 31 (“Off-Season”), the City may schedule City-sponsored events and other uses within the License Area provided such uses do not materially interfere with maintenance, repairs, improvements, winter preparation activities, or other work being performed by Licensee.
For each year after 2026, Licensee shall provide its proposed Primary Use Season schedule between January 1 and January 31. The parties may update and revise schedules throughout the year by mutual agreement.
City shall retain access to the License Area at all times for emergency response, public safety activities, utility work, inspections, maintenance of City facilities, regulatory compliance activities, capital improvements, and other governmental functions reasonably necessary for operation of the property
SECTION 3
Term; Options to Extend
This Agreement shall commence June 17, 2026 and shall expire December 31, 2031 (the “Initial Term”), unless earlier terminated as provided herein.
3 Provided Licensee is not in default, Licensee shall have the right to extend this Agreement for one (1) additional term of five (5) years (January 1, 2032 through December 31, 2036) upon written notice to City between July 1, 2031 and September 30, 2031.
City approval of such extension shall not be unreasonably withheld, conditioned, or delayed.
The parties acknowledge that Licensee is making substantial capital and operational investments in the License Area, and this term structure is intended to provide a reasonable opportunity to amortize such investment.
SECTION 4
Sublease or Assignment of Agreement
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 the City, which City may withhold in its sole discretion.
SECTION 4.1
Personal Guarantee
The principals of Licensee shall execute a personal guarantee, in a form acceptable to the City, guaranteeing the performance of all obligations under this Agreement.
SECTION 5
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, his 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 his 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 4 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 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. Notwithstanding the foregoing, the City on behalf of itself reserves the right to 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 nonownership liability. 5 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 $2,000,000 per accident for bodily injury and property damage.
C. Property Insurance. During the term of this Agreement Licensee shall at all times during this Agreement maintain in full force and effect property insurance, special extended coverage or all-risk coverage insurance (including, but not limited to coverage for vandalism and malicious mischief) in the amount of 100% of the full replacement value of all improvements at the License Area. Such policy shall contain a replacement cost endorsement and a stipulated amount endorsement.
Licensee may maintain the required coverage by means of coverage obtained by City through City’s insurance carrier, which may change from time to time, for which Licensee shall reimburse City for coverage required during the term of this Agreement.
D. 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 accordance with applicable law.
E. 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.
6 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 specifically designated 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).
Licensee shall provide and Endorsement and the Declarations of coverage for each required insurance policy before taking possession of the License Area.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.
7 F. 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 and the coverages specified herein. Licensee shall also provide the Declarations Pages for each policy of insurance. 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 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 Licensee’s use of the License Area 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.
Licensee shall, prior to use of the License Area, provide insurance in keeping with the City’s then existing insurance requirements for members of the public who seek to reserve City facilities pursuant to the Facility Use Application and Permit process.
SECTION 6
Improvement, Maintenance, Repairs and Operations; License Payments The parties agree that the initial annual value of this license is $24,000.00.
During the Initial Term ending December 31, 2031, in lieu of monetary license payments to the City, Licensee shall complete the approved Improvements and perform the maintenance obligations described herein.
The Licensee, in addition to its maintenance obligations, shall complete the agreed improvements including snack bar and restroom improvements, irrigation repairs, fencing improvements, and dog park development activities described in Exhibit B.
The Improvements described in Exhibit B are subject to the amortization and cost recovery provisions set forth in Exhibit C. Only Improvements approved in writing by the City and completed in accordance with Exhibit B shall be eligible for amortization.
The value of approved capital improvements made by Licensee shall be credited against license payments over the Initial Term and any approved extensions pursuant to the amortization provisions contained in Exhibit C. Any unamortized value of approved Improvements shall be reimbursed or credited to Licensee in the event of early termination by City without cause. Time 8 is of the essence regarding Licensee’s obligations under this Agreement. Licensee shall at Licensee’s sole cost and expense provide all materials, labor, tools and equipment necessary to make the improvements as described on Exhibit B.
1. Licensee shall have the right and obligation to manage and operate the License Area and shall, at his sole expense, clean this area and keep it in orderly condition. Licensee’s obligations specifically include the maintenance and repair of all water and electrical utilities on the site, including the field irrigation system and the restroom/snack bar as described below. During the term of this Agreement, in addition to the obligations under Paragraph 1, Licensee is responsible to maintain the License Area including mowing, fertilizing, irrigation systems, restroom facilities, snack bar facilities, water distribution systems, electrical systems, and above-ground utilities serving the License Area.
City shall remain responsible for underground sewer infrastructure, septic systems, septic tanks, sewer mains, buried laterals located outside of Licensee-installed improvements, and major underground wastewater system repairs not caused by Licensee. Licensee shall be responsible to maintain the building plumbing, water, electrical and irrigation systems within and serving the License Area. Licensee shall have the right and obligation to provide adequate supervision and control of participants and spectators at his scheduled activities.
Licensee shall clean, maintain and repair the restrooms and snack bar facility, to include providing all supplies for use at those facilities. Licensee shall supply his own equipment and supplies to satisfy the obligations under this Agreement.
2. Discretionary Improvements. Should Licensee desire, at his 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. To the extent any improvements pursuant to this subsection require the work of a licensed contractor, the city shall impose such requirement, plus specify the terms of any written contract as to performance of such work.
3. Utilities. The cost of utility services and any other service supplied to the License Area, namely water, sewer, gas, electric, trash and recycled product removal, and any other services or utility shall be the responsibility of Licensee. The City shall provide an invoice to Licensee for any utility costs which it has incurred concerning the License Area and Licensee shall pay such invoice within thirty (30) days of receipt thereof. 9 4. Licensee Responsible for Damages Outside of License Area if Cause by Licensee To the extent the acts or omissions of licensee result in damage or adversely effect city facilities offsite of the licensed area, licensee shall remain responsible for the costs associated with such actions.
5. Possessory Taxes This license may create a possessory interest subject to property taxation.
The licensee shall be subject to payment of property taxes levied on the possessory interest by the County of Yuba. State law requires a public entity renting or leasing its property to a private party to notify the private party about the potential tax.
6. Accounting by Licensee On or before December 31 of each calendar year during the Initial Term, Licensee shall provide an accounting of tournament, event, concession, and related revenues and expenses associated with operation of the License Area. City may reasonably request supporting documentation related to the accounting provided.
7. Licensee may propose to make additional improvements or betterments to the License Area in exchange for monetary payments to the City. Any proposal for a reduced monetary payment shall be submitted no less than 6 months prior to the effective date of such payment reduction.
8. License Payments During Extension Terms.
Upon commencement of any approved extension term beginning January 1, 2032, Licensee shall pay an annual license fee equal to the initial annual license value of Twenty-Four Thousand Dollars ($24,000.00), increased by three percent (3%) annually through the end of the Initial Term ending December 31, 2031.
The adjusted annual license fee shall be calculated using compounded annual increases through the Initial Term.
Beginning January 1, 2032, and on each anniversary thereafter during the extension term, the annual license fee shall increase by an additional three percent (3%) annually.
License payments during any extension term shall be payable in equal monthly installments unless otherwise agreed by the parties in writing.
9. City Cooperation and Support.
City agrees to make efforts to support Licensee improvements and operation of the License Area, subject to availability of staff, funding, resources, and applicable approvals.
10 A. City shall perform a one-time cleaning of exterior areas and provide safe access to assess the restroom/snack bar building and adjacent areas.
B. City shall make reasonable efforts to identify and locate existing irrigation infrastructure intended to serve the dog park area.
C. City shall reasonably assist in coordination of future dog park lighting improvements, subject to future agreement regarding scope, design, funding, operation, maintenance, and implementation responsibilities.
D. City shall use reasonable efforts to pursue grant funding opportunities, outside funding sources, donations, partnerships, sponsorships, and other available opportunities to assist in funding or offsetting approved Improvements identified in Exhibit B.
E. Additional support items and cost sharing arrangements may be mutually agreed upon in writing.
F. Parking Revenue. Nothing in this Agreement grants Licensee the right to charge parking fees within the License Area unless expressly approved in writing by the City. In the event the City authorizes paid parking in the future, the parties agree to negotiate in good faith regarding allocation of parking revenues, operational responsibilities, enforcement, maintenance obligations, and any revenue-sharing arrangement.
Nothing herein shall obligate the City to fund, construct, complete, or guarantee any specific improvement. All City obligations remain subject to budget availability, grant award, Council approval where required, and available staff resources.
SECTION 7
Termination, Default, Remedies, Damage or Destruction
1. By Destruction. In accordance with subsection 4 below, the 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. 11 C. The City shall provide Licensee a 10-Day Notice to Cure before terminating this Agreement (termination shall be by written notice to Licensee after such 10-Day Notice to Cure). In the event Licensee breaches this Agreement in a fashion which is not subject to cure, the City may terminate this Agreement immediately by written notice to Licensee.
3. 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 and insurance obligations.
4. Damage or Destruction. 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.
5. Termination for Convenience. City may terminate this Agreement without cause only upon not less than thirty (30) days’ written notice to Licensee. In the event of termination without cause, City shall compensate Licensee for any unamortized value of approved capital improvements made by Licensee based upon the approved amortization schedule established pursuant to Exhibit C. City shall not exercise termination for convenience during the first three (3) years of the Initial Term, except in the event of emergency, legal mandate, or conditions beyond City’s control affecting the public use of the property.
6. ADA Compliance Responsibility. City represents that the License Area, as a public facility, is subject to applicable accessibility requirements. Licensee shall not be responsible for correcting pre-existing ADA deficiencies unless agreed in writing.
Licensee shall be responsible only for ADA compliance related to its Improvements. City will coordinate inspection by a CASp certified inspector and address any pre-existing ADA deficiencies.
SECTION 8
Miscellaneous
1. License Fee Payable in United States Money. The License Fee and all other sums payable under this Agreement must be paid in lawful money of the United States of America.
12 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, 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 fax numbers 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, P.O. Box 150
Marysville, California 95901
(530) 749-3901
Email: [email protected]
13 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:
Boom Time Sports, LLC
Attn: Kyler Caldwell
2034 Morgan Way
Yuba City, CA 95993
(530) 575-1079
7. 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.
8. 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.
9. 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.
10. Nuisance. Licensee shall not commit or permit the maintenance or commission of any nuisance within the License Area.
11. Severability. The unenforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal.
12. Time is of the Essence. Time is of the essence in performance of this Agreement.
13. No Third Party Beneficiaries. Except as specifically provided in this Agreement, nothing in this Agreement is intended to create any third-party benefit. 14 14. 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.
15. Choice of Law. This Lease shall be governed by the laws of the State of California.
16. 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 shall survive the termination or earlier expiration of this Agreement and shall continue until they are fully satisfied.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective on the date set forth below.
LICENSEE:
Date: ___________________ ________________________________ Boom Time Sports, LLC (Kyler Caldwell)
Date: ___________________ CITY:
CITY OF MARYSVILLE, a municipal corporation
By: ______________________________________
_____________________, its ___________
ATTEST:
________________________
City Clerk
15 EXHIBIT A
License Area
16 EXHIBIT B
Scope of Improvements and Schedule
Licensee shall complete the improvements identified herein, subject to City approval and compliance with all applicable building, electrical, plumbing, fire, accessibility, health, zoning, environmental, and permit requirements. Improvements may be modified upon written approval of the City where site conditions, regulatory requirements, or approved design revisions necessitate changes.
A. Snack Bar / Restroom Building Renovations
Licensee shall renovate and improve the existing snack bar/restroom building, including but not limited to the following work:
1. Remove all plywood and pressboard materials currently encapsulating interior snack bar areas.
2. Replace damaged and missing Whirlybird roof vents.
3. Seal and repair roof penetrations and vent locations to eliminate existing leaks into the snack bar structure.
4. Remove and replace the existing water heater.
5. Remove existing wooden shelving, counter supports, and related wood fixtures.
6. Install new counter framing/supports and Formica countertops.
7. Repair and/or replace service windows as necessary to meet applicable code requirements.
8. Paint all interior snack bar surfaces using commercial-grade semi-gloss wipeable coating.
9. Install required four-inch (4") coved base throughout floor areas.
10. Install non-slip epoxy flooring over all floor surfaces and coved transitions to provide a continuous cleanable surface.
11. Replace existing lighting with overhead LED fixtures.
12. Install stainless steel preparation tables.
17 13. Install one (1) single-compartment vegetable preparation sink and connect plumbing to the existing two-compartment sink arrangement.
14. Inspect, repair, and restore operation of all electrical outlets, wiring, and associated devices not currently functioning.
15. Complete additional repairs reasonably necessary to obtain required approvals and allow intended operation of the snack bar/restroom facility.
B. Site and Recreational Improvements
Irrigation Improvements
• Repair and restore existing irrigation systems.
• Replace damaged irrigation components as necessary.
• Coordinate irrigation improvements serving landscaped areas and future dog park facilities.
Fencing Improvements
• Install new perimeter fencing around the License Area in locations approved by the City. • Work may include new fence posts, rails, fabric, gates, access points, hardware, footings, grading associated with fence installation, and related appurtenances. • Existing backstops are excluded from required Licensee Improvements unless otherwise mutually agreed in writing.
• Licensee shall be responsible for fifty percent (50%) of approved perimeter fencing installation costs.
• City shall be responsible for fifty percent (50%) of approved perimeter fencing installation costs, subject to budget availability, grant funding, donations, sponsorships, or other approved funding sources.
• Final alignment, materials, heights, gate locations, and phasing shall be subject to City approval.
Dog Park Improvements
• Develop dog park improvements including fencing, amenities, site preparation, irrigation coordination, lighting coordination, and associated improvements. • Dog park improvements shall include restroom components and related support infrastructure as approved by the City.
• Dog park development may occur in phases subject to City approval.
C. City Assistance / Coordination Items
The City shall provide assistance and coordination for the following items, with final responsibilities to be established under the Agreement and approved work plans:
18 1. Clean exterior areas surrounding the snack bar/restroom building and provide safe access for inspection and assessment activities.
2. Assist in locating existing irrigation infrastructure intended to serve dog park areas.
3. Assist with coordination and funding of future dog park lighting improvements.
4. Additional support items may be mutually agreed upon in writing.
D. Project Improvements
Improvement Category Estimated Cost
Snack Bar / Restroom Renovations $45,000
Irrigation Repairs and Restoration $10,000
Install Perimeter Fencing – Licensee Share (50%)
Install Perimeter Fencing – Estimated City Share (50%)
Total Fence Value
$35,000
$35,000
$70,000
Dog Park Improvements (Including Restroom) $75,000
Total Estimated Improvements $200,000
Estimated values are planning estimates only and do not establish guaranteed costs or reimbursement obligations.
E. Schedule of Improvements
Improvement deadlines shall be measured from execution of the Agreement on June 2, 2026.
Improvement Completion
Deadline
Irrigation System Repairs August 1, 2026
Snack Bar / Restroom Building Improvements November 29, 2026 Install Perimeter Fencing (Perimeter fencing only) December 1, 2030 19 Improvement Completion
Deadline
Dog Park Improvements (Including Restroom) June 1, 2031 Licensee may request reasonable extensions for weather delays, permitting delays, funding availability, regulatory approvals, force majeure events, phased construction activities, or other circumstances approved by the City.
F. Default
Failure to substantially complete improvements within the timeframes established herein, unless extended or modified by the City in writing, may constitute a default under the Agreement.
The City reserves the right to approve phased implementation schedules, revised completion dates, or modified scopes where such changes remain consistent with the overall objectives of the project.
20 EXHIBIT C
Amortization Schedule and Cost Recovery
A. Eligible Improvements
Only Improvements approved in writing by the City and completed in accordance with the Agreement, approved plans, permit requirements, and applicable laws shall be eligible for amortization and potential reimbursement.
Eligible Improvements may include:
Improvement Category Estimated Cost
Snack Bar / Restroom Renovations $45,000
Irrigation Repairs and Restoration $10,000
Install Perimeter Fencing – Licensee Share $35,000
Dog Park Improvements (Including Restroom) $75,000
Total Estimated Improvements $165,000
The above amounts are estimates only and do not establish approved amortization values.
B. Cost Documentation Requirements
Licensee shall provide documentation supporting all Improvement costs proposed for amortization, including as applicable:
• Contractor agreements and invoices
• Material purchase receipts
• Equipment invoices
• Labor documentation
• Permit records and inspection approvals
• Change orders
21 • As-built plans or completion documentation
• Other information reasonably requested by the City
The City may review, verify, adjust, approve, or reject claimed costs.
Only actual, documented, and approved costs shall be eligible for amortization.
C. Approval of Improvement Costs
Upon completion of Improvements and acceptance by the City, the parties shall prepare a written amendment, cost schedule, or other mutually approved documentation identifying:
1. Approved Improvement category
2. Approved cost amount
3. Date placed into service
4. Beginning amortization date
5. Remaining amortization term
6. Annual amortization amount
7. Remaining unamortized balance
No cost shall be deemed approved unless confirmed in writing by the City.
D. Amortization Schedule
Approved Improvement costs shall be amortized over the remaining Initial Term ending December 31, 2031 and any approved extension periods.
Commencement of extension term license payments shall not eliminate remaining approved amortization balances unless otherwise agreed in writing.
Annual Amortization Formula:
Approved Cost ÷ Remaining Agreement Term = Annual Amortized Value The parties shall maintain a record of:
• Approved Improvement costs
• Annual amortized amounts
• Credits applied
• Remaining unamortized balance
• Term extensions affecting amortization
Partial-year amortization may be prorated.
22 E. Cost Recovery Following Termination Without Cause If the City terminates the Agreement without cause prior to expiration of the Agreement term, the City shall reimburse Licensee, or provide an agreed credit, for the remaining unamortized value of approved Improvements.
Reimbursement shall be limited to:
1. Improvements approved in writing by the City
2. Completed Improvements accepted by the City
3. Documented actual costs
4. Remaining unamortized balances
The City shall have no obligation to reimburse:
• Unapproved Improvements
• Undocumented costs
• Incomplete work
• Deferred or abandoned work
• Maintenance activities
• Unauthorized improvements
• Improvements removed by Licensee
• Costs exceeding approved amounts without prior authorization F. Exclusions From Reimbursement
No reimbursement or credit shall be required where:
1. The Agreement is terminated due to Licensee default;
2. Improvements were not approved by the City;
3. Required permits or approvals were not obtained;
4. Improvements were not completed;
5. Costs cannot be reasonably documented;
6. Work was performed outside the approved scope;
7. Improvements fail inspection or are not accepted by the City;
8. Damage results from negligence, misuse, or failure to maintain the facilities. 23 G. Ownership of Improvements
Unless otherwise provided in the Agreement, permanent Improvements installed upon City property shall become property of the City upon installation and acceptance; however, approved amortization and reimbursement rights identified herein shall survive acceptance of the Improvements.
H. Annual Review
The City and Licensee shall annually review Improvement status and maintain an updated amortization ledger identifying:
• Improvement category
• Original approved amount
• Amount amortized to date
• Remaining balance
• Agreement term remaining
• Extension adjustments, if any
The amortization ledger may be updated by mutual written agreement without requiring amendment of this Exhibit.
I. Future Improvement Balance.
The parties acknowledge that approved Improvement values, amortization balances, and cost recovery amounts may be applied toward future approved Improvements within the License Area. The parties intend, where practical, to utilize an annual review process to establish and update an agreed Improvement Balance rather than exchanging funds between the parties.
During the annual review, the parties may mutually agree to apply all or a portion of any remaining amortization balance, approved cost recovery amount, grant proceeds, sponsorship funds, donations, City contributions, or other approved project funding toward future capital improvements identified by the parties.
The City and Licensee shall maintain a written record of the agreed Improvement Balance and any adjustments resulting from completed projects, new approved projects, or funding contributions. Nothing herein obligates either party to approve any specific future Improvement project, and all future projects shall remain subject to City approval. 24 J. No Guaranteed Reimbursement
Nothing herein shall be interpreted as guaranteeing repayment of estimated project values shown in Exhibit B.
Only approved, documented, completed, and accepted Improvements shall be eligible for reimbursement or amortization consideration under this Exhibit.