RECREATION SPORTS PARTNERSHIP AGREEMENT
FOR
AMERICAN YOUTH SOCCER ORGANIZATION REGION 111
This RECREATION SPORTS PARTNERSHIP AGREEMENT(“Agreement”) is entered into this _______ day of _____, 2024 (the “Effective Date”), by and between the CITY OF SAN CLEMENTE, a municipal corporation (“City”) and AMERICAN YOUTH SOCCER ORGANIZATION, a California nonprofit public benefit corporation (“AYSO”), for a period of two (2) years starting on the Effective Date.
RECITALS:
WHEREAS, the City of San Clemente owns and operates athletic fields throughout the community. A permit is required for reservations, lighted evening use, and use of the sports fields by all clubs and sports organizations; and WHEREAS, AYSO is a private, non-profit public benefit organization that has been involved in recreational soccer activities in San Clemente for the past 25 years under the local area titled Region 111. AYSO serves over 1,000 children, aged four to nineteen years old. The AYSO soccer program (the “Program”) is well established, showing league structure for game rules and field policy, a governing board to regulate program standards, and a proven history of providing programs for San Clemente residents; and WHEREAS, AYSO Region 111 uses the City’s multipurpose sports fields on an ongoing basis and desires to enter into this Agreement to establish a standard and schedule of athletic field usage to better serve its members.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties AGREE as follows:
COVENANTS:
Based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, City and AYSO hereby agree as follows:
AYSO Program Requirements
As a material inducement to City’s entering into this Agreement with AYSO, AYSO agrees and covenants that, during the term of this Agreement, AYSO shall operate its Program in compliance with the following requirements, and agrees that any failure to strictly comply with any of the following requirements is a material breach of this Agreement:
AYSO is and shall remain currently registered and active with the State of California as a not-for-profit community benefit organization under Section 501(c)(3) or (c)(4) of the Internal Revenue Code.
AYSO is not aware that it is the subject of any formal investigation by any government agency of the City, the County of Orange, the State of California, or the United States Government. AYSO shall immediately notify the City in writing if it becomes aware that AYSO is the subject of any formal investigation by a government agency.
AYSO shall carry Commercial General Liability insurance and sexual abuse and molestation (SAM) insurance that complies with section 18 below.
AYSO shall remain able to demonstrate financial hardship if the discounts provided for by this Agreement are denied and AYSO is required to pay regular rates for the use of City amenities, fields, and/or facilities.
AYSO has and shall maintain an open enrollment policy regardless of the participant’s skill level. For purposes of this Agreement, “Open Enrollment Policy” shall mean no child shall be denied enrollment based on skill level.
AYSO shall maintain and enforce a “minimum play rule” for all levels of programming which requires that each person enrolled in the Program shall play 50% of the time for each game.
AYSO shall provide financial scholarships covering at least 10% of the participants enrolled for 50-100% of their registration fees to those participants that are in “financial need.” For purposes of this Agreement, “financial need” shall mean those families that can prove a financial and/or special hardship. The scholarship is given to the child to provide an opportunity to enroll in league activities. AYSO shall operate on the philosophy that no child will be denied a chance to play soccer due to financial hardship. AYSO will be required to submit to City their financial reports outlining their scholarship distribution after the program registration period.
AYSO shall prohibit discrimination based on race, religion, national origin, ethnicity, sexual orientation, or gender. To promote a positive drug-free and child-friendly environment at City facilities, AYSO shall enforce a “zero tolerance” policy. Any AYSO officer, employee, agent, volunteer, or participant who is found to have abused alcohol, controlled substances (which have not been prescribed for the member), cannabis, or tobacco shall be prohibited from participating in AYSO activities.
AYSO represents and warrants that it is familiar with the requirements of AB506 (Business and Professions Code section 18975) and the Child Abuse and Neglect Reporting Act (Penal Code sections 11164 - 11174.3), and that it and every person volunteering or performing any services on behalf of AYSO while this Agreement is in effect does and will, at all times, comply with such requirements.
AYSO supplies and shall continue to supply participant rosters annually to City. AYSO membership shall be comprised of no less than 85% San Clemente residents.
AYSO shall maintain all documentation necessary to demonstrate compliance with all of the above. City shall be permitted to inspect and make and retain copies of any documentation necessary to verify Program compliance with this Article 1.
The terms, discounts, and usages defined within this Agreement are intended to be applied only to AYSO Region 111. Any alternate subdivision or region of AYSO must apply for field uses through the field rental process as implemented by the City’s Recreation Division. Partnership discounts do not apply to other AYSO regions.
AYSO Representatives To City
AYSO shall designate one official representative who shall be City’s primary contact and who shall coordinate the program, field space, and overall agreement with the City. The AYSO representative shall have the authority to make decisions for AYSO, sign applications with City on behalf of AYSO for field use, approve billing, understand the field operations regarding both scheduling and maintenance, assist with AYSO planning of field allocations, and be responsible for resolving conflicts if/when they arise.
AYSO is responsible for notifying City in writing within thirty (30) days of any change in its designated AYSO representative referenced in Section 2.1.
The City Beaches, Parks and Recreation Department will be the City liaison coordinating all City operations. City responsibilities are delegated to the Recreation Division, with staff coordination from the assigned Recreation Supervisor or his/her designee. This representative(s) is responsible for field allocations, applications, billing, insurance, lights, and scheduling conflicts that may arise during the course of this Agreement.
After-hours maintenance concerns related to field damage, vandalism, park conditions, or field and park-related emergencies should be directed to the Public Works Maintenance Services Division at (949) 361-8317.
Athletic Field Rental Rates
All field assignments shall be made by City in its sole and absolute discretion. AYSO shall pay a Field Rental Fee to the City within 14 business days after receipt of Field Use Permits for the upcoming season or month.
Field Rental Fee. The fees noted below shall remain in effect during the entire term of this Agreement. The following use fees for non-profit youth sports organizations are collected by the Recreation Division. Fees are subject to change based on City Council resolution. Organizations will be notified of any proposed changes before any public meeting to adopt fee changes.
Park/Rental Type
Hourly/Daily Fee
Discount
Partner Fee
Neighborhood
$40/hour
85% Discount
$6/hour
Community
$50/hour
85% Discount
$7.50/hour
Sport
$60/hour
85% Discount
$9/hour
Tournaments
See hourly rates above
35% Discount
---
Camps/Clinics
See hourly rates above
35% Discount
---
Light Fee
$15/hour
0%
$15/hour
Field Storage
During the term of this Agreement, AYSO is permitted to place a storage bin(s) for equipment and supplies to be used at the field at which the equipment is stored as follows:
Designated park storage space will be identified at the start of each primary season and reviewed bi-annually with the organization. A separate storage use agreement may be initiated under consideration of the Beaches, Parks & Recreation Director with agreement by both parties of this Agreement.
Keys for City park storage areas will be given only to the AYSO representative defined in Section 2. A signature for key check-out is required on all keys. Lost keys must be reported immediately to the City. The organization will be responsible for covering all costs associated with the re-key of said facility. AYSO is required to keep control over keys and assignment of keys.
AYSO is responsible for the maintenance, rental, and safety of the storage unit, and all supplies therein. At no time will combustible supplies or hazardous materials be permitted to be stored on City Property. The foregoing prohibition applies to materials that include but are not limited to flammable products such as gasoline for equipment or propane for barbecues.
AYSO is expected and required to release unused or unneeded storage facility space if the organization deems it is no longer necessary for operations.
Concessions
AYSO is approved to utilize the concession buildings at Forster Ranch Park (located near Field 4/5) and Vista Hermosa Sports Park (located near Field 6), to sell concessions to their participants provided they apply for and obtain the appropriate permits from the Orange County Health Department. Such permit shall be available at all times for viewing during concession sales.
The City reserves the right to impose fees for the use of the concession stand. Fees will cover the cost of maintenance and utilities. All fees will be approved through the City Council by Resolution. AYSO will be notified of all meetings and public hearing opportunities.
AYSO may only sell food products to the program participants and fans during the scheduled league dates.
AYSO must adhere to Orange County Health Department standards for the storage and preparation of food items.
Any food items left in storage should be properly stored in airtight containers to control pests and protect the quality of the food.
AYSO will not permit children or those under 18 to operate a BBQ and other appliances or use flammable liquids or materials.
Use of Styrofoam products is prohibited. The City of San Clemente passed Resolution No. 04-27, prohibiting the use of food service items comprised of expandable polystyrene, commonly referred to by the trade name “Styrofoam.” Rental agreements for the usage of any City-owned property or facility shall require the renter to assume the responsibility for preventing the utilization and/or distribution of expandable polystyrene food service products, commonly referred to by the trade name “Styrofoam”, by any attendee or vendor (caterer) utilizing the City property or facility during the term of the rental agreement. Failure to abide by this resolution will result in the automatic denial of future field rentals.
Field Scheduling
Although community programs and community contract classes have priority, the City offers Sports Partners the opportunity to schedule field space in three to four increments for the year. The scheduling of “blocks” of time is coordinated by the Recreation Division. Fields booked for AYSO are to be utilized solely for AYSO programs. AYSO may not sublet field space to any non-AYSO or other organization. There is no exclusive use of any fields; therefore, the City has a right to rent any field to other organizations.
To assist the City in determining a Master Field Calendar for each allocation period, AYSO must complete the necessary application requesting needed field space by the date and timelines determined by the Beaches, Parks & Recreation Director or his/her designee.
AYSO representatives must attend the field allocation meeting bi-annually to coordinate other group needs in the community.
AYSO shall request only needed field space, and not overbook the fields. The Recreation Division will assist AYSO in determining necessary field space by reviewing the number of participants in AYSO and the length of primary season games.
AYSO will be required to submit all practice and game schedules to the City for review before Opening Ceremonies.
AYSO will be required to relinquish all field space that is not needed to the City before Opening Ceremonies.
If once regular season league play begins and the City determines that not all field space is needed by AYSO, the City will request that AYSO relinquish reserved time for other rentals. It is the responsibility of AYSO to coordinate all field schedules with its participants and coaches.
It is the responsibility of AYSO to coordinate all block schedules with their participants. This includes scheduling fields and monitoring the fields for use. Fields that are consistently left vacant within block permit time will be reviewed by the Recreation Division for reassignment.
AYSO will be required to submit practice and games schedules to the Recreation Division for review one week prior to Opening Day Ceremonies.
Field Use and Parking
Sports fields without lights are closed at dusk, and no later than 9 p.m. Lighted sports fields close at 10 p.m. AYSO is required to vacate all fields prior to closing time.
All parks close at 10 p.m. Should park gates be locked for the evening, vehicles remaining in the parking lot(s) will be under the authority of the Orange County Sheriff’s Department and subject to ticketing and impound.
Cancellations and changes to approved rentals. A change fee of $25.00 will be added for any change in time or space requested after a rental permit has been approved and billed out.
Nonuse of fields. AYSO will be charged the full hourly rate (non-discounted) for AYSO-affiliated groups without permits or usage without approval.
Edits and cancelations of reserved fields must be made a minimum of 12 hours before the start of the rental time listed on the permit if the fields will be unutilized. Advanced timing for change requests must take into account the City’s office hours of operation. These change requests will be used to revise the monthly billing, and AYSO will be issued a refund for the released fields. Change requests to reduce field usage may not be submitted after the rental date.
All changes in permitted field space must be submitted in writing the Recreation Coordinator or Supervisor overseeing the field use permit. Online requests may be submitted electronically through www.san-clemente.org/fieldchange City parks with athletic fields have limited parking. Some of these parks also have restricted parking on the street (Talega, Liberty, and Tierra Grande). AYSO must communicate these parking limitations to their participants. City is not responsible for providing parking to AYSO participants. AYSO must manage the use of space by coordinating its game and practice schedules according to the availability of parking at each site.
To reduce the impact on parking and congestion in these parks, the City will limit the number of rental permits on weekends during league play and summer months.
When scheduled at a neighborhood or community park field, AYSO must incorporate a 10-15 minute buffer in game schedules to reduce overlap of game times and allow for adequate time between games for players leaving the games to vacate parking spaces for those coming in.
AYSO must inspect and notify the City immediately of any safety hazards at facilities and fields.
Sport Light Use
AYSO shall be charged a separate Light Use fee from the hourly Field Use Fee or flat rate Administrative Fee. The Light Use fee varies by ball field and will be billed according to use. Discounts do not apply to light fees.
Key Operated Lights: Youth Sports Organizations that have reserved and paid for lighted sports fields will be granted a key to operate the field lights. Keys will be checked out to AYSO by the City Recreation Division staff. Duplication of keys is not permitted. Representatives must note the rules and operation of the lights. AYSO is required to keep custody and control over keys and assignment of keys.
Computer Operated Lights: Once a light schedule is determined by the user and is approved by the Recreation Division by permit, the Recreation Division will code the light towers by scheduling with MUSCO. Lights are automatically turned on and off by block time and are not permitted later than the closing time.
AYSO must designate field representatives to monitor the field use in the evening to ensure that the fields are not vacant with lights on. AYSO shall shut the lights off if /when they plan to leave the park in advance of the time issued. The City will issue a toll-free phone number to contact MUSCO Lighting and a password that allows AYSO direct contact with the lighting company. Recreation Staff will monitor the MUSCO statements for changes made by the league and adjust the billing.
AYSO Contributions to Field Maintenance
Per City Policy No. 702-5, AYSO shall pay a field maintenance fee of $5 per participant, per season, based on the previous year’s fall/spring rosters.
AYSO shall obtain prior written consent from the City to make any alterations, additions, or improvements to City fields including routine field maintenance and preparations which include mowing, picking weeds, raking, and/or chalking. AYSO understands and agrees that any other such alterations, additions, or improvements must comply with all state and local standards.
AYSO Supplies and Equipment Contribution
AYSO will provide for its field equipment, and other supplies as necessary as well as be responsible for field preparation as assigned below.
AYSO will be responsible for lining fields for game play as necessary for their leagues.
AYSO may store specialized field equipment and game supplies in available storage sheds as per agreement. AYSO may not sublet the storage area to other groups.
Field maintenance equipment left on City fields for the duration of the season will be the responsibility of AYSO. Equipment found in disrepair is the responsibility of the user group to remove promptly. Organizations found in contempt of this may forfeit their right to store equipment on fields or be charged for the costs associated with removal and disposal.
Inclement Weather Field Procedures
When fields must be closed due to rain or other inclement weather, saturated field conditions due to irrigation problems, any damage due to vandalism, or other conditions needing immediate attention, the Parks Maintenance Division will determine the closure term and begin procedures as follows.
City will determine the appropriate amount of days for the field to remain closed to the extent possible by utilizing weather reports and daily on-site field inspections. The City shall post closure signs on the fields, accordingly.
Field closures will be listed on the City’s official MUDLINE which can be accessed at the City’s website. Each organization is responsible for reviewing the MUDLINE, the City will not contact field users individually regarding closures. The MUDLINE is updated when fields are closed by 1 p.m. on weekdays and by 8 a.m. on weekends. When a field is closed, it is closed for the remainder of the day.
AYSO shall ensure that their league coaches and participants stay off all closed fields.
AYSO agrees to reimburse the City for any maintenance costs directly attributed to damage or misuse of athletic fields by AYSO participants or during their use by AYSO, including unauthorized alteration of a City park site, within ten (10) days of the request for reimbursement by the City.
Vehicle Access
Vehicles are not permitted on City fields. AYSO agrees and acknowledges that volunteer coaches and other program participants will not drive vehicles onto the fields. This includes vehicles driven by coaches to unload game equipment or supplies for the program.
Field and Park Clean-Up
AYSO shall clean up fields and associated park areas in the proximity of the field after each use by AYSO. This includes litter left behind from fans in the bleachers, dugouts, or snack concession stand areas. The City will provide adequate trash containers. AYSO shall prevent all materials or water related to clean-up activities after the event from entering the storm drain system (i.e. street gutters or catch basins).
Crowd Control
It is the responsibility of AYSO to keep registered participants and their fans from engaging in un-sportsmanlike conduct, such as fighting, or rude and abusive verbal confrontations. If field representatives or game officials of the league cannot control the situation, AYSO should contact the Orange County Sheriff’s Department for assistance.
Tournaments, Camps/Clinics, Special Events, and Opening Day AYSO may apply to organize other programs in conjunction with the league, such as tournaments, camps/clinics, special events, and opening day ceremonies (“Program Events”). AYSO shall give notice of all Program Events to the Beaches, Parks, and Recreation Department by way of application thirty (30) days in advance of the rental. In reviewing Program Event requests, the City shall consider the potential impacts on the neighborhood and park amenities. The Recreation Division will review and coordinate the appropriate permits and services it deems necessary for any Program Events, such as planning for additional janitorial in restrooms, overflow parking, and sound permits. Please note the rules regarding tournaments, special programs, and events which are outlined in the Tournament Application and Policy Guidelines. In some instances, the City may require a Special Event Permit application to be submitted. The City representative to AYSO will communicate this process to the organization.
AYSO will receive the Tier II Partnership discount of 85% for Opening and Closing Day Ceremonies.
AYSO will receive a 35% discount for Tournaments and Camps/Clinics.
AYSO must submit a field request and meet with City staff at least thirty (30) days prior to the Program Event date and complete an Orientation Checklist.
AYSO must participate in a recycling program outlined in the Tournament Application and Policy Guidelines.
AYSO shall prohibit the consumption of alcoholic beverages at all Program Events.
Amplified sound is subject to enforcement as per the City of San Clemente Noise Ordinance. Sound Permits are required for all amplified sounds, including but not limited to PA systems and DJs as well as for any live entertainment such as bands that include amplification for the instruments, drums, horns, etc. Applications are reviewed by the City’s Beaches, Parks, and Recreation Department.
Bounce houses or similar inflatable features are not permitted on City Parks unless approved in advance with appropriate liability insurance naming the City of San Clemente as additionally insured and meeting all requirements of section 17 below.
Per (Orange County Fire Authority (“OCFA”) Guideline F-05) an OCFA permit is required to erect or operate a tent or air-supported temporary membrane structure having an area in excess of 200 square feet, or a canopy in excess of 400 square feet, except for structures used exclusively for camping. (UFC 105.8t.1). The regulations of the State Fire Marshall for large and small tents, awnings and other fabric enclosures shall also apply. (UFC 320).
League Promotions
Printed Materials: AYSO will be responsible for all printed promotional materials for its leagues and tournaments. The City shall not copy flyers, posters, registration packets, or any other printed materials. AYSO is encouraged to use the designated City brochure racks located at the Community Center and the San Clemente Aquatics Center located in the Vista Hermosa Sports Park. Flyers may not be left on parked vehicles at any City Park or facility.
Magazine/Website Space: The City will include contact information for AYSO once each quarter in the City’s Recreation Magazine and on the City Website in the youth sports section. AYSO is responsible for submitting accurate information to the City prior to the publishing schedule.
Overhead Banner Reservation: AYSO may seek to participate in the City’s overhead banner program in the same manner as any other Community Partner. Regular banner fees apply for the banner hanging. Space in the calendar is based on date availability in conjunction with other city programs and partners. Applications are available in November of each calendar year and processed by January.
Banners on Field Fences and Park Areas: AYSO shall not use City parks or facilities to hang banners on the fences or buildings except as provided for herein. During games, Program Events, and registration days, AYSO may temporarily hang banners on the ball field fences provided such banners are removed when vacating the field on the same date. Exceptions may be made for seasonal banners on hub fields that are not regularly used by any other organization in the City’s sole and absolute discretion. Any such exceptions shall be negotiated and pre-approved by the Recreation Division prior to placing banners.
Indemnification
To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), AYSO shall defend (with legal counsel acceptable to City), indemnify, and hold free and harmless City and City’s agents, officers, and employees, (collectively, the “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of any AYSO participants, invitees, spectators, officers, agents, employees, representatives, volunteers or subcontractors of AYSO [collectively, the “AYSO Entities”]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees, litigation expenses and fees of expert contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, to (a) AYSO’s use of the City facilities, including but not limited to the San Clemente fields, by any of the AYSO Entities, anyone directly or indirectly employed by any of them, or anyone that they control or invite to the premises, or (b) any act or omission of any of them in connection with their use of the City facilities or their obligations under this Agreement (collectively, the “Liabilities”). Such obligation to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole and active negligence or willful misconduct of such Indemnitee.
Insurance
Prior to the City’s execution of this Agreement, and as a condition to the effectiveness hereof, AYSO shall submit certificates and endorsements to the City indicating compliance with the following minimum insurance requirements, and AYSO shall maintain such insurance in effect during the entire term of this Agreement:
Commercial General Liability, personal injury and property damage liability, contractual liability, independent contractor’s liability, and with minimum combined liability limits of Two Million Dollars ($2,000,000) per occurrence for all covered losses, and Four Million Dollars ($4,000,000) in the aggregate. Any deductible or self-insured retention in excess of Five Thousand Dollars ($5,000) shall be declared to the City and requires the prior approval of the City’s Risk Manager.
AYSO shall carry sexual abuse and molestation (SAM) insurance with limits not less than $1,000,000 per occurrence or claim with an aggregate of not less than $2,000,000. The policy shall provide coverage including but not limited to claims for improper sexual conduct, damages because of bodily injury, and negligent hiring and supervision.
Each such policy of insurance shall:
be issued by companies that hold a current policy holder’s alphabetic and financial size category rating of not less than A-VII, according to the current Best’s Key Rating Guide or a company of equal financial stability that is approved by City’s Risk Manager for all coverages except surety; name and list as additional insured City and City’s officers, employees, and agents. An endorsement shall accompany the insurance certificate naming such additional insured. Additional Insured Endorsement is subject to approval by the city’s risk manager, at their sole discretion; specify it acts as primary insurance and that no insurance held or owned by City shall be called upon to cover a loss under the said policy; contain a clause substantially in the following words: “It is hereby understood and agreed that this policy may not be canceled or materially changed except upon thirty (30) days prior written notice to City of such cancellation or material change as evidenced by a return receipt for a registered letter;” cover the operations of AYSO pursuant to the terms of this Agreement; and be written on an occurrence and not a claims-made basis; and All defense costs shall be outside the limits of the policy
18.3 With respect to such insurance policies, original documents shall be sent to:
Original documents sent to:
City of San Clemente
Risk Management Office
910 Calle Negocio, San Clemente, CA 92673
[email protected]
One additional copy sent to:
Beaches, Parks and Recreation Department
100 Calle Seville, San Clemente, CA 92672
[email protected]
Violation Warning Procedure and Disciplinary Policy
Purpose: The purpose of this policy is to implement a systematic method of enforcing the Municipal Code and Field Rules, Use and Allocation Policy.
Policy: City reserves the right to cancel or suspend any and all permits issued to AYSO as well as any other use of City facilities as provided for under this Agreement for meets, practices, and other usages based upon AYSO’s violation of the City Municipal Code or this Agreement.
Commitment: AYSO’s Board of Directors is required to notify their volunteer coaches, parents, and participants about the rules and regulations set forth in the Ball Field and Park Rental Policies, municipal codes, and guidelines within this Agreement. The Recreation Division will work closely with AYSO to address concerns and enhance communications between staff, field users, and the community. It is the responsibility of AYSO to notify City of any concerns.
Outcome: AYSO shall regularly communicate with AYSO members to educate participants, coaches, and parents to become increasingly more responsible working within the Municipal Code and field rules, and user agreements, especially where traffic, noise, parking, trash, and issues are concerned. By enhancing communication all parties involved will benefit.
Violations: City shall document violations resulting from AYSO’s failure to follow the terms of this Agreement, the Municipal Code, and City Department policies and procedures.
Notification: City staff will contact the AYSO representative to discuss any noticed violation. City shall e-mail AYSO’s representative, with a copy to the President, and will follow up on the telephone conversation confirming the discussion and details of the incident or violation.
Proposed Resolution and Timeline: AYSO’s representatives will work with City staff to propose a resolution and define the timeline in which the issue will be resolved. This information will be confirmed in writing to both the AYSO’s representative and its President. If AYSO fails to take the necessary actions to resolve the issue as agreed upon between the parties, City may resolve the issue and charge AYSO for any manpower and/or equipment used to resolve the issue. AYSO shall bear all costs and expenses City deems necessary to completely resolve the issue and shall reimburse the City within ten (10) days of demand.
Warning Issued: If the issue is not resolved by the agreed-upon date, City shall send a written warning to AYSO.
First Warning: The First Warning letter will be sent upon AYSO’s first failure to resolve an issue resulting from a direct violation of this Agreement, the Municipal Code, or park operating policy or rule. A letter will be written to AYSO’s President and representative documenting the violation and will be placed in AYSO’s file. A report and/or pictures of the violation will be included for reference. The matter may be appealed by AYSO to the Beaches, Parks and Recreation Department Director.
Second Warning: A Second Warning is issued after a second documented violation occurs within one year (365 days) from the First Warning. City will send AYSO a letter notifying AYSO that a City staff member will be assigned to monitor AYSO activities due to the violation. AYSO will be billed for the assigned hours of said staff member at the staff member’s appropriate hourly rate. The staff member will act as a City representative on duty to monitor activity at the fields and to report further violations to City. This may be appealed to the Beaches, Parks and Recreation Department Director.
Third Warning: A third warning is issued after a third documented violation occurs within one year (365 days) from first violation. Upon issuance of a Third Warning City shall review this Agreement. The Agreement is subject to termination upon such review. Any termination may be appealed to the Beaches, Parks and Recreation Department Director and ultimately appealed to the Beaches, Parks and Recreation Commission and/or City Council.
Termination: City may terminate this Agreement without cause by providing thirty (30) days’ notice in writing.
City reserves the right to audit AYSO’s rosters and game schedules at any time to ensure compliance with the standards of Policy No. 702-5, attached hereto in Exhibit “A” for reference.
San Clemente Municipal Code: Nothing in this Agreement shall limit the City’s authority to enforce the San Clemente Municipal Code or otherwise take legal action under State law.
Term and Cooperation
The term of this agreement shall be two year from the Effective Date unless canceled under the provisions of Section 19.9.
AYSO shall adhere to all the policies and procedures of City and cooperate with the Department and City staff to ensure that the purpose of this Agreement is met. AYSO shall not discriminate against those in its employ, volunteers, or participants on account of race, religion, national origin, ethnicity, sexual orientation, or gender (except where gender is a bona fide issue for the sports program and is in compliance with the law).
Miscellaneous
Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth herein, and there are no oral or written representations, understandings, or ancillary covenants, undertakings, or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.
Severability. If any term, provision, covenant, or condition of this Agreement shall be determined invalid, void, or unenforceable, then this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.
Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party or in favor of City shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.
Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.
Singular and Plural. As used herein, the singular of any word includes the plural.
Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.
Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.
No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.
Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes, and other labor difficulties beyond the party's control (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than two (2) years.
Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.
Counterparts/Electronic Signatures. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. This Agreement may be executed electronically with the same force and effect as an original ink signature.
Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or such other appropriate court in said county, and the parties hereto waive all provisions of law, including under Code of Civil Procedure section 394, providing for the filing, removal or change of venue to any other court. Service of process on City shall be made in accordance with California law. Service of process shall be made in any manner permitted by California law and shall be effective whether served inside or outside California.
Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved by the City Manager upon the recommendation of the Beaches, Parks and Recreation Director and approval of the City Attorney.
Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing and is duly authorized and registered to conduct business in California, (ii) such person is duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound, and (v) such person will indemnify the other party should any such representations and warranties prove false.
Notices. All notices under this Agreement shall be effective upon personal delivery, via facsimile so long as the sender receives confirmation of successful transmission from the sending machine, or three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing:
If to City:
City of San Clemente
100 N. Calle Seville
San Clemente, CA 92672
Attention: Beaches, Parks & Recreation Director
With a copy to:
City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attention: City Clerk
If to AYSO:
AYSO Region 111
647 Camino de los Mares, Suite 108, PMB 164
San Clemente, CA 92673
Attention: President
With a copy to:
American Youth Soccer Organization
19700 S Vermont Ave #103
Torrance, CA 90502
Attention: CEO
[End – signature page follows]
IN WITNESS WHEREOF, City and AYSO have caused this Agreement to be executed on their behalf by their respective officers or agents herein duly authorized as of the date first written above. “CITY”
CITY OF SAN CLEMENTE,
a municipal corporation
By:
Samantha Wylie, Beaches, Parks and Recreation Director
ATTEST:
City Clerk of the City of
San Clemente, California
APPROVED AS TO FORM:
Elizabeth A. Mitchell,
City Attorney
“AYSO”
AMERICAN YOUTH SOCCER ORGANIZATION 111,
a California nonprofit public benefit corporation
By:
Its: Michael Karon, CEO
By:
Its: Margaret Close, Secretary
-17-
55452.01600\29014959.2
Recreation 100 North Seville San Clemente CA 92672
55452.01600\29014959.2
Attachment 4