RECREATION SPORTS PARTNERSHIP AGREEMENT
FOR
SCY FOOTBALL, INC.
This RECREATION SPORTS PARTNERSHIP AGREEMENT(“Agreement”) is entered into this _______ day of _____, 2024 (the “Effective Date”), by and between the CITY OF SAN CLEMENTE (“City”), a municipal corporation, and SCY FOOTBALL, INC. (“SCYF”), a California nonprofit public benefit corporation dedicated to youth sports, for a period of three (3) years starting on the Effective Date.
R E C I T A L S:
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, SCYF is a private non-profit organization that has been involved in recreational baseball activities in San Clemente since 1954. SCYF served over 300 children, aged four to eighteen years old in its 2023 primary season. The SCYF 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, SCYF primarily uses Vista Hermosa Sports Park and Bonito Canyon Park and desires to enter into this Agreement to establish a standard and schedule of athletic field usage to better serve its membership.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
C O V E N A N T S:
Based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, City and SCYF hereby agree as follows:
SCYF Program Requirements
As a material inducement to City’s entering into this Agreement with SCYF, SCYF agrees and covenants that, during the term of this Agreement, SCYF 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:
SCYF 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.
SCYF 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. SCYF shall immediately notify the City in writing if it becomes aware that SCYF is the subject of any formal investigation by a government agency.
SCYF shall carry Commercial General Liability insurance and sexual abuse and molestation (SAM) insurance that complies with section 18 below.
SCYF shall remain able to demonstrate financial hardship if the discounts provided for by this Agreement are denied and SCYF is required to pay regular rates for use of City amenities, fields, pools, and/or facilities.
SCYF 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.
SCYF 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.
SCYF 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. SCYF shall operate on the philosophy that no child will be denied a chance to play football due to financial hardship. SCYF will be required to submit to City their financial reports outlining their scholarship distribution at the conclusion of the program registration periods.
SCYF shall prohibit discrimination on the basis of race, religion, national origin, ethnicity, sexual orientation, or gender. To promote a positive drug-free and child-friendly environment at City facilities, SCYF shall enforce a “zero tolerance” policy. Any SCYF 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 SCYF activities.
SCGS 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 each and every person volunteering or performing any services on behalf of SCGS while this Agreement is in effect does and will, at all times, comply with such requirements.
SCYF supplies and shall continue to supply participant rosters annually to City. SCYF membership shall be comprised of no less than 90% San Clemente residents.
SCYF 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.
SCYF Representatives To City
SCYF 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 SCYF representative shall have the authority to make decisions for SCYF, sign applications with City on behalf of SCYF for field use, approve billing, understand the field operations regarding both scheduling and maintenance, assist with SCYF planning of field allocations, and be responsible for resolving conflicts if/when they arise.
SCYF is responsible for notifying City in writing within thirty (30) days of any change in its designated SCYF 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. SCYF 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. Fees remain in effect and apply to SCYF Tier I Partnership:
Park/Rental Type
Hourly/Daily Fee
Discount
Partner Fee
Neighborhood
$40/hour
90% Discount
$4/hour
Community
$50/hour
90% Discount
$5/hour
Sport
$60/hour
90% Discount
$6/hour
Tournaments
See hourly rates above
50% Discount
---
Camps/Clinics
See hourly rates above
50% Discount
---
Light Fee
$15/hour
0%
---
Field Storage
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 SCYF 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. SCYF is required to keep control over keys and assignment of keys.
Concessions
SCYF is not approved to utilize the concession buildings. If the organization seeks to add concession operation, SCYF must communicate with the City representative and a separate agreement will be initiated under the direction of the Beaches, Parks and Recreation Director.
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.
Use of Styrofoam products is prohibited. The City of San Clemente passed Resolution No. 04-27 on April 20, 2004, 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 SCYF are to be utilized solely for SCYF programs. SCYF may not sublet field space to any non-SCYF 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, SCYF must complete the necessary application requesting needed field space by the first week of November for the January 1 through June 30 allocation period and by the first week of April for the July 1 through December 31 allocation period.
SCYF representatives must attend the field allocation meeting bi-annually to coordinate other group needs in the community.
SCYF shall request only needed field space, and not overbook the fields. The Recreation Division will assist SCYF in determining necessary field space by reviewing the number of participants in SCYF and the length of primary season games.
SCYF will be required to submit all practice and game schedules to the City for review prior to Opening Ceremonies.
SCYF will be required to relinquish all field space that is not needed to the City prior to Opening Ceremonies.
If once regular season league play begins and City determines that not all field space is needed by SCYF, the City will request that SCYF relinquish reserved time for other rentals. It is the responsibility of SCYF to coordinate all field schedules with its participants and coaches.
It is the responsibility of SCYF 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.
SCYF 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. SCYF 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. SCYF will be charged the full hourly rate (non-discounted) for SCYF-affiliated groups without permits or usage without approval.
Edits and cancelations of reserved fields must be made a minimum of 12 hours prior to the start of the rental time listed on the permit if the fields will be unutilized. These change requests will be used to revise the monthly billing, SCYF 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). SCYF must communicate these parking limitations to their participants. City is not responsible for providing parking to SCYF participants. SCYF must manage the use of space by coordinating its game and practice schedules according to the availability of parking at each site.
In an effort 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, SCYF 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.
SCYF has a duty to inspect and notify the City immediatly of any safety hazards at facilities and fields.
Sport Light Use
SCYF 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 SCYF by the City Recreation Division staff. Duplication of keys is not permitted. Representatives must note the rules and operation of the lights. SCYF 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.
SCYF must designate field representatives to monitor the field use in the evening to ensure that the fields are not vacant with lights on. SCYF 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 SCYF direct contact with the lighting company. Recreation Staff will monitor the MUSCO statements for changes made by the league and adjust the billing.
SCYF Contributions to Field Maintenance
Per City Policy No. 702-5, SCYF shall pay a field maintenance fee of $5 per participant, per season, based on the previous year’s fall/spring rosters.
SCYF 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. SCYF understands and agrees that any other such alterations, additions, or improvements must comply with all state and local standards.
SCYF Supplies and Equipment Contribution
SCYF will provide for their own field equipment, and other supplies as necessary as well as be responsible for field preparation as assigned below.
SCYF will be responsible for lining fields for game play as necessary for their leagues.
SCYF may store specialized field equipment and game supplies in available storage shed as per agreement. SCYF 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 SCYF. Equipment found in disrepair is the responsibility of the user group to remove in a timely manner. 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.
SCYF shall ensure that their league coaches and participants stay off all closed fields.
SCYF agrees to reimburse the City for any maintenance costs directly attributed to damage or misuse of athletic fields by SCYF participants or during their use by SCYF, including unauthorized alteration of a City park site, within ten (10) days of request for reimbursement by the City.
Vehicle Access
Vehicles are not permitted on City fields. SCYF 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
SCYF shall clean up fields and associated park areas in the proximity of the field after each use by SCYF. This includes litter left behind from fans in the bleachers, dugouts, or snack concession stand areas. The City will provide adequate trash containers. SCYF 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 SCYF 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, SCYF should contact Orange County Sheriff’s Department for assistance.
Tournaments, Camps/Clinics, Special Events, and Opening Day SCYF may apply to organize other programs in conjunction with the league, such as tournaments, camps/clinics, special events, and opening day ceremonies (“Program Events”). SCYF 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, 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 SCYF will communicate this process to the organization.
SCYF will receive the Tier I Partnership discount of 90% for Opening and Closing Day Ceremonies.
SCYF will receive a 50% discount for Tournaments and Camps/Clinics.
SCYF 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.
SCYF must participate in a recycling program outlined in the Tournament Application and Policy Guidelines.
SCYF 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: SCYF 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. SCYF 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 SCYF once each quarter in the City’s Recreation Magazine and on the City Website in the youth sports section. SCYF is responsible for submitting accurate information to the City prior to the publishing schedule.
Overhead Banner Reservation: SCYF 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: SCYF 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, SCYF 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), SCGS 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 SCGS participants, invitees, spectators, officers, agents, employees, representatives, volunteers or subcontractors of SCGS [collectively, the “SCGS 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) SCGS’s use of the City facilities, including but not limited to the San Clemente fields, by any of the SCGS 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, SCYF shall submit certificates and endorsements to City indicating compliance with the following minimum insurance requirements, and SCYF 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.
SCYF 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 coverage’s 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 SCYF 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.
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
One additional copy sent to:
Beaches, Parks and Recreation Department
100 Calle Seville, San Clemente, CA 92672
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 SCYF as well as any other use of City facilities as provided for under this Agreement for meets, practices, and other usages based upon SCYF’s violation of the City Municipal Code or this Agreement.
Commitment: SCYF’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 SCYF to address concerns and enhance communications between staff, field users, and the community. It is the responsibility of SCYF to notify City of any concerns.
Outcome: SCYF shall regularly communicate with SCYF 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 SCYF’s failure to follow the terms of this Agreement, the Municipal Code, and City Department policies and procedures.
Notification: City staff will contact the SCYF representative to discuss any noticed violation. City shall e-mail SCYF’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: SCYF’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 SCYF’s representative and President. If SCYF fails to take the necessary actions to resolve the issue as agreed upon between the parties, City may resolve the issue and charge SCYF for any manpower and/or equipment used to resolve the issue. SCYF 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 SCYF.
First Warning: The First Warning letter will be sent upon SCYF’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 SCYF’s President and representative documenting the violation and will be placed in SCYF’s file. A report and/or pictures of the violation will be included for reference. The matter may be appealed by SCYF 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 SCYF a letter notifying SCYF that a City staff member will be assigned to monitor SCYF activities due to the violation. SCYF 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 three years from the Effective Date the Beaches, Parks & Recreation Director executes this Agreement and unless canceled under the provisions of Section 19.9.
SCYF 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. SCYF 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 which 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 for 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 do 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 SCYF:
SCY FOOTBALL, INC.
63 Via Pico Plaza #403
San Clemente, California 92672
Attn: President
With a copy to:
Attention:
[End – signature page follows]
IN WITNESS WHEREOF, City and SCYF 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 & Recreation Director
ATTEST:
City Clerk of the City of
San Clemente, California
APPROVED AS TO FORM:
Elizabeth A. Mitchell
City Attorney
“SCYF”
SCY FOOTBALL, INC.,
a California nonprofit public benefit corporation
By:
Rodney J. Tompkins, CEO
By:
Heather Risner, Secretary
-1-
55452.01600\29014959.2
Recreation 100 North Seville San Clemente CA 92672
55452.01600\29014959.2
Attachment 8