Item 07 Attachment — Yucaipa City Council, January 10, 2022

CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND

YUCAIPA VALLEY YOUTH SOCCER ORGANIZATION

FOR THE USE OF THE CITY OF YUCAIPA AND

YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT

FACILITIES
This Facility Use Agreement (AGREEMENT) by and between Yucaipa Valley Youth Soccer Organization (YVYSO), a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of December 2, 2021 with reference to the following facts:

RECITALS
A. YVYSO runs a youth soccer program for residents of the CITY and surrounding communities.

B. The CITY is the owner of the Yucaipa Community Park, located at 34900 Oak Glen Road, the Bryant Glen Sports Complex, located at 11026 Sunnyside Drive, and Avenue I Park, located at 34130 Avenue I. The Yucaipa-Calimesa Joint Unified School District (YCJUSD) is the owner of facilities located at Yucaipa High School, located at 33000 Yucaipa Boulevard and Mesa View Middle School, located at 800 Mustang Way, Calimesa, CA 92320. All CITY and YCJUSD facilities will collectively be referred to hereinafter as (FACILITIES).

C. The CITY and the YCJUSD are parties to a Joint Use Agreement for the operation of youth athletic programs and activities at certain FACILITIES.

D. YVYSO desire to use the FACILITIES for a youth soccer program hereinafter referred to as (PROGRAM).

E. The CITY is willing to allow YVYSO to use the FACILITIES for its PROGRAM, subject to YVYSO's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

F. YVYSO use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and YVYSO' compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

City of Yucaipa
G. The CITY and YVYSO may be hereinafter referred to individually as (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on January 1, 2022 (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

YVYSO's use of YCJUSD FACILITIES shall be subject to the following requirements:

Following the EFFECTIVE DATE, YVYSO may submit applications for Use of School Facilities to the YCJUSD for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YVYSO's use of any YCJUSD FACILITIES. YCJUSD shall be responsible for and have final approval authority over any facility use request submitted to the YCJUSD.

3. YVYSO shall be solely responsible for complying with any and all requirements imposed by YCJUSD, including but expressly not limited to, submitting all information and documentation required by YCJUSD and complying with any other YCJUSD requirements. All such requirements shall be in addition to the requirements of this AGREEMENT.

Section III. FACILITIES Fees and Charges.

1. Facility Enhancement Fee. During the term of this AGREEMENT, from January 1, 2022 to December 31, 2022, YVYSO shall be responsible for the collection and payment of the Facility Enhancement Fee of $5.50 per participant who resides in the CITY and the Facility Enhancement Fee of $7.25 for each non-resident participant, for use of the FACILITIES.

YVYSO shall collect the Facility Enhancement Fee from each participant and shall submit payment to the CITY by May 31, 2022 (Spring) and by October 31, 2022 (Fall).

2. The fees will be deposited into a CITY account and designated for repairs, maintenance, and upgrades to the following FACILITIES:
• Bryant Glen Sports Complex (City of Yucaipa)
• Yucaipa Community Park (City of Yucaipa)
• Avenue I Park (City of Yucaipa)
• Yucaipa High School (YCJUSD)
2 City of Yucaipa
• Mesa View Middle School (YCJUSD)
• Misc. Elementary School Fields (YCJUSD)
• Rick McCown Soccer Complex (County of San Bernardino) Representatives from the CITY and YVYSO will meet annually to prioritize the list of enhancements that are agreed upon by both PARTIES.

3. All fees and charges imposed under this AGREEMENT shall be subject to any annual or other periodic increase or change in such fees adopted by the Yucaipa City Council.

4. All payments shall be made by cash, credit card, or check payable to the City of Yucaipa.

Use of any other CITY facility shall be subject to the CITY's standard fees and charges as set forth in the Youth Sports Council Guidelines and Facility Use & Permit Policy (PERMIT POLICY).

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YVYSO representative for this AGREEMENT is Bill Moreno, or his/their written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this AGREEMENT.

Section V. Non -Profit Status.

Prior to the EFFECTIVE DATE, YVYSO shall provide CITY with the following documentation that confirms YVYSO compliance with 501(c)(3) non-profit status:
• A copy of State of California not -for -profit incorporation papers or tax-exempt IRS letter showing proof of current 501(c)(3) non-profit status; and • A roster of officers, including names, titles, addresses, e-mail addresses, and phone numbers.

At all times during the term of this AGREEMENT, YVYSO shall maintain its 501(c)(3) non-profit status in good standing.

Section VI. YVYSO Obligations during PROGRAM.

During the term of this AGREEMENT:

1. YVYSO shall comply with the terms of this AGREEMENT and all other applicable rules, regulations, and policies of the CITY, YCJUSD, federal, and state laws, when using the FACILITIES.

2. YVYSO shall designate and utilize one representative and one alternate representative authorized to act on YVYSO's bd-dfwith respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.

City of Yucaipa

3. YVYSO shall conduct background checks on all volunteers, pursuant to California Assembly Bill No. 465 (2013) and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in the program, pursuant to California Assembly Bill No. 230 (2014).

4. YVYSO shall be responsible for the conduct of all YVYSO board members, officers, employees, agents, designated volunteers, players, coaches, referees, visiting teams, and spectators (PARTICIPANTS), participating in or attending any PROGRAM at the FACILITIES, other than any CITY official or employee.

5. YVYSO and its PARTICIPANTS, participating in or attending the PROGRAM shall adhere to and comply with all FACILITY rules and regulations during the PROGRAM, and shall adhere to and comply with the code of conduct for the principles of sportsmanship, fair play, and other ethical issues that relate to team sports. YVYSO shall submit a copy of the Cal South Codes of Conduct documentation prior to the commencement of the season and/or practices.

YVYSO shall provide the CITY a detailed and defined description of all PROGRAMS, a minimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. A list of PARTICIPANTS (list to include city residency), is due to the CITY no less than seven (7) days prior to scheduled start of the PROGRAM. YVYSO request of additional dates and/or times for PROGRAM additions and/or changes shall be requested no later than thirty (30) days in advance. This includes post -season PROGRAM events.
a. Use of the CITY FACILITIES shall be subject to the following order ofpriority:
• First Priority: CITY programs and activities
Second Priority: YVYSO, in accordance with CITY's scheduling methodology
Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology b. The YVYSO PROGRAM shall remain at all times subject to the review and approval, by mutual agreement, by all PARTIES involved.

7. The CITY will authorize YVYSO to utilize the outdoor entryway area of the Yucaipa Community Center, during business hours, for the purpose of accepting PROGRAM registrations. YVYSO will also be authorized to post its PROGRAM flyers, coach's application forms, player registration forms, and sponsorship forms in an YVYSO provided counter -organizer to be placed on the main counter at the Community Center.

YVYSO shall in good faith and with reasonable diligence develop and offer programs that reflect community needs. During the term of this AGREEMENT YVYSO shall make reasonable efforts to provide a PROGRAM participation rate of at least 51 % of Yucaipa residents and shall encourage residents to be involved in all aspects of the PROGRAM through local media and the CITY's Community Services Department resources. 2 City of Yucaipa

9. Postponement or cancellation of use shall be reported immediately by YVYSO to the CITY's representative. YVYSO has been granted access to shut downturn off field lights when fields are not in use.

10. YVYSO shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent, and any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. YVYSO shall remove any and all such signs, barmers, or displays pro aptly at the concki%on ofthe PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. YVYSO shall check for any possible unsafe conditions at the FACILITIES on a daily basis, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-9581. YVYSO shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YVYSO has determined there is an unsafe condition.

12. YVYSO shall be responsible for any and all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. YVYSO shall be responsible for the following enhancements to any CITY and/or YCJUSD FACILITIES. ALL ENHANCEMENTS MUST BE APPROVED BY CITY BEFORE WORK BEGINS. YVYSO may be responsible for any plan checks or fees that are required before work has been performed:
a. Fence repair due to "soft -toss" damage; and
b. Installation and removal of temporary fencing; and
c. Routine daily maintenance and field preparation.

14. YVYSO will be responsible for any and all fixtures in the snack bar, including but not limited to all shelving and appliances (refrigerators/freezers, ice machines, hot dog cookers, soda fountains, ice cream machines, prep worktables, storage racks, etc.).

15. YVYSO shall make no alterations, additions, or improvements to FACILITIES without the CITY/YCJUSD prior written consent. The CITY shall not unreasonably withhold such consent for non-structural work only. All alterations, improvements, or additions, which are made to the FACILITIES by YVYSO shall become the property of the CITY/YCJUSD and shall remain upon and be surrendered with the premises at the EXPIRATION DATE. Upon expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear, and unencumbered, and YVYSO shall defend and indemnify the CITY/YCJUSD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YVYSO. Notwithstanding the above, this paragraph shall not apply to YVYSO trade fixtures, furniture, equipment, or other machinery, which are not affixed to the FACILITIES in a manner, so that they cannot be removed without material or structural damage to the FACILITIES, which shall remain the property of YVYSO and may be removed by YVYSO on or before the EXPIRATION DATE of this AGREEMENT.
5 City of Yucaipa
Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, YVYSO is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, YVYSO and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YVYSO and its PARTICIPANTS shall not have any rights or benefits of an employee under (i) any personnel, employment, or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any Memorandum of Understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach, or board member.

2. At no time during this AGREEMENT shall YVYSO, or any of its PARTICIPANTS represent orally or in writing that YVYSO is a CITY pmgram or activity, or that any of its PARTICIPANTS are employees of the CITY. YVYSO PARTICIPANTS shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VIII. Use of CITY Logo or Name.

YVYSO shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section IX. No Assignment.

1. YVYSO shall not assignor transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. YVYSO shall not lease, sublease, assign, license, or transfer any portion of the FACILITIES, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section X. CITY Services.

During the term of this AGREEMENT, the CITY will provide the following services:

City of Yucaipa
a. If any repairs are needed to the above -mentioned infrastructure aspects YVYSO shall notify the CITY's representative immediately, so that any repairs may be assessed by the CITY and completed in a timely manner.
b. If YVYSO coordinates with any outside vendors for snack bar purposes, such as food trucks, then YVYSO will comply with all federal, state, and county guidelines for rules and regulations for any and all outside vendors acquired. All outside vendors will be required to obtain a City of Yucaipa Business License and show proof of License before operating.

2. The CITY shall check the FACILITIES' restrooms each day and conduct any cleaning/maintenance/restocking that may be required.
a. CITY will provide YVYSO with additional toiletry and trash supplies to be used for minor janitorial, clearing toilet back-ups, and general cleaning/restocking.

The CITY shall check all outside trash cans each day and empty trash cans adjacent to the FACILITIES when needed. It is YVYSO responsibility to empty the trash cans adjacent to the FACILITIES when the CITY is not able to do so.
a. YVYSO shall dispose of all field enhancement/maintenance debris into the trash bins provided to the FACILITIES. Field enhancement/maintenance debris shall not be placed in trash cans adjacent to the FACILITIES.

4. The CITY shall be responsible for all repairs and/or modifications, except to the extent any repairs and/or modifications are caused by, arising out of, or resulting from YVYSO`s acts or omissions in connection with YVYSO's use of the FACILITIES for its PROGRAM.

The CITY shall be responsible for all turf irrigation repair and/or modification.

The CITY shall be responsible for any fence repair that is needed due to normal wear and tear, with the exception of any temporary fencing placed by YVYSO. a. YVYSO shall be responsible for any and all removal of temporary fencing at the conclusion of the season.

The CITY shall be responsible for any repair/replacement of locks/lock sets on the snack bar, restroom, storage, or other CITY owned buildings.

The CITY may, at its sole discretion, determine how the services provided under this AGREEMENT will be accomplished and may contract or assign any obligations to provide services without the notice or consent of YVYSO.

Section XI. Insurance Requirements.

YVYSO shall procure and maintain, during the term of this AGREEMENT, at its own cost and expense, insurance against any and all claims for injuries to persons or damages to property, 7 City of Yucaipa
which may arise from or in connection with YVYSO use and/or occupancy of the FACILITIES, or any condition thereof, as set forth in this Section XI. The CITY retains sole discretion in determining the types and proper levels of insurance coverages.

1. YVYSO coverage shall be at least as broad as follows:
a. Comprehensive General/Commercial Liability Insurance: $1,000,000 per occurrence for bodily injury, personal injury and property damage including endorsements for comprehensive, contractual liability, independent contractors, personal injury, premises operations, products/completed operations, and broad form property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, or $2,000,000.

Coverage shall be at least as broad as ISO CGL occurrence form GC 0001. b. Automobile Liability Insurance: $1,000,000 per accident for bodily injury and property damage. This shall include owned, hired, and non -owned automobiles. Coverage shall be as broad as ISO CGL occurrence form CG 0001. Auto liability is required only if autos will be used in performance of this AGREEMENT.
c. Workers' Compensation: As required by the State of California and Employer's Liability Insurance (only pertains to organizations with employees).

2. All deductibles or self -insured retention must be declared to and approved by the CITY. The CITY shall determine the acceptable level of deductible or self -insured retention. If the deductible exceeds the amount of $5,000, at the discretion of the CITY, either the insurer shall reduce or eliminate such deductibles or self -insured retention that pertain to the CITY, its elected and appointed officials, officers, employees, agents, and designated volunteers; or YVYSO shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

All insurance policies, except for Workers' Compensation (requires Certificate of Insurance only), shall name, by endorsement in a form satisfactory to the CITY, naming as additional insureds the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers.

4. All insurance coverages of YVYSO shall be primary insurance as to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers. The CITY shall not be required to contribute to any loss through its insurance policies and/or self- insured programs. The insurance coverage must be provided by a company that has an A.M. Best Rating of A: VII or better.

5. The limits of insurance coverages specified above in no way limit YVYSO liability for full payment and resolution of any claim resulting from YVYSO use of the FACILITIES or its performance under this AGREEMENT.

6. The additional insured endorsement(s) and certificate(s) of insurance, in a form approved by the CITY, shall be provided by YVYSO prior to or concurrently with its execution of M.

City of Yucaipa
this AGREEMENT. All endorsements and certificates shall be received and approved by the CITY before this AGREEMENT takes effect.

7. The Worker's Compensation policy shall contain the insurer's waiver of subrogation in favor of the CITY and its elected and appointed officials, officers, agents, and employees (if applicable).

8. Any failure to comply with reporting or other provisions of the policies including but not limited to breaches of warranties shall not affect coverage provided to the CITY and its elected and appointed officials, officers, employees, agents or designated volunteers.

9. YVYSO insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. The certificate(s) shall provide at least thirty (30) days prior written notice to the CITY of any material change or cancellation. In the event of amendment or cancellation of any insurance policy for any reason whatsoever, YVYSO shall give notice thereof to the CITY within three (3) business days after it is in receipt of written notice or amendment or cancellation. YVYSO shall also give the CITY thirty (30) days written notice of the expiration of the insurance policy. Notice shall be given in accordance with SectionXIII.

Section XII. Indemnification.

To the fullest extent permitted by law, YVYSO shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of YVYSO and/or its PARTICIPANTS, pursuant to this AGREEMENT, YVYSO's use or occupancy of the FACILITIES, or any of them, or YVYSO's operation of its PROGRAM, whether such claims be made during, or after the term of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents, or designated volunteers. The liability of YVYSO hereunder shall not be limited to the insurance provisions of this AGREEMENT. The indemnification, defense, and hold harmless provisions of this AGREEMENT shall survive the expiration or tennination of tbis AGREEMENT.

Section XIII. Notice.

Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the PARTY for whom intended as follows:
10 City of Yucaipa
TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
TO YVYSO: Yucaipa Valley Youth Soccer Organization
Bill Moreno, President
P.O. Box 17
Yucaipa, CA 92399
(909) 266-3762
moreno—[email protected]
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered on the third business day after the mailing thereof, as above provided.

Sction XIV. Termination of Agreement.

1. Termination by the CITY. Should the CITY, at any time, become dissatisfied with YVYSO performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to YVYSO pursuant to Section XIII.

2. Termination by YVYSO. Should YVYSO, at any time, become dissatisfied with the CITY's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to the CITY pursuant to Section XIII.

Section XV. Surrender of Facilities.

Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XIV, YVYSO shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YVYSO shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YVYSO shall remove any and all non -fixed equipment and other personal property of YVYSO from the FACILITIES.

Section XVI. Non -Discrimination.

In carrying out this AGREEMENT, YVYSO and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age, or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
11 City of Yucaipa
Section XVII. No Joint Venture or Agency Relationship.

Nothing herein contained shall be construed to place the PARTIES to this AGREEMENT in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. YVYSO shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YVYSO represent itself to be an agent of the CITY or any of its departments, officials, officers or employees. Nothing in this AGREEMENT maybe construed to have authorized or vested in YVYSO the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVIII. General Provisions.

1. Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

2. Waiver. No waiver by any PARTY nor any breach of any term or provision of this AGREEMENT shall be construed to be, nor be, a waiver of any preceding, concurrent, or succeeding breach of the same, or any other term or provision hereof.

3. Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be binding upon the CITY and its successors and assigns, and upon YVYSO, its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YVYSO seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

6. Jurisdiction and Venue. Any action to enforce or interpret the terms of this AGREEMENT shall be subject to the exclusive jurisdiction of the courts in the County of San Bernardino, State of California.

7. Representations and Warranties. The PARTIES, and each of them, represent and warrant to the other PARTY that each PARTY has the full power and authority to execute this AGREEMENT and to perform its obligations and requirements set forth in this AGREEMENT.

10. Entire Agreement and Integration. This AGREEMENT contains the entire AGREEMENT and understanding among the PARTIES hereto, and constitutes a single integrated written contract expressing the entire AGREEMENT of the PARTIES hereto relative to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by any PARTY hereto, except as specifically set forth in this AGREEMENT. This AGREEMENT supersedes all prior agreements and understandings relating to its subject matter. Each of the PARTIES represents that it is not relying, and has not relied, on any representation or statement made by any other PARTY with respect to the facts involved in this AGREEMENT or with regard to its rights or asserted rights with respect thereto.

11. Severability. If any provision of this AGREEMENT shall be adjudged to be invalid, void or illegal, it shall in no way affect, impair or invalidate any other provision(s) hereof, the PARTIES hereby agreeing that they would have entered into the remaining portion of this AGREEMENT notwithstanding the omission of the portion or portions adjudged invalid, void or illegal.

12. E -mail Signatures and Counterparts. The PARTIES agree that this AGREEMENT will be considered signed by a PARTY when the signature of that PARTY is delivered by facsimile transmission and/or email. Such signature shall be treated in all respects as having the same effect as an original. This AGREEMENT may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 13 City of Yucaipa
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

City of Yucaipa, a municipal corporation
By its Authorized Representative(s):

Raymond A. Casey
City Manager
ATTEST:

Jennifer Crawford
Assistant City Manager
Yucaipa Valley Youth Soccer Organization
a public benefit corporation for charitable
purposes
By its Authorized Representative(s):

Date Bill Moreno Date
YVYSO, President
Date
14 City of Yucaipa
15 CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND
SPARTANS F.C. FOR THE USE OF THE CITY OF YUCAIPA AND

YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT

FACILITIES
This Facility Use Agreement (AGREEMENT) by and between Spartans F.C. (SPARTANS), a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of December 2, 2021 with reference to the following facts:

RECITALS
A. SPARTANS runs a youth soccer program for residents of the CITY and surrounding communities.

C. The CITY and the YCJUSD are parties to a Joint Use Agreement for the operation of youth athletic programs and activities at certain FACILITIES.

D. SPARTANS desire to use the FACILITIES for a youth soccer program hereinafter referred to as (PROGRAM).

E. The CITY is willing to allow SPARTANS to use the FACILITIES for its PROGRAM, subject to SPARTANS' compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

F. SPARTANS use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and SPARTANS' compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

G. The CITY and SPARTANS may be hereinafter referred to individually as (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on January 1, 2022 (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

SPARTANS use of YCJUSD FACILITIES shall be subject to the following requirements:

1. Following the EFFECTIVE DATE, SPARTANS may submit applications for Use of School Facilities to the YCJUSD for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of SPARTANS use of any YCJUSD FACILITIES. YCJUSD shall be responsible for andhave final approval authority over any facility use request submitted to the YCJUSD.

3. SPARTANS shall be solely responsible for complying with any and all requirements imposed by YCJUSD, including but expressly not limited to, submitting all information and documentation required by YCJUSD and complying with any other YCJUSD requirements. All such requirements shall be in addition to the requirements of this AGREEMENT.

Section III. FACILITIES Fees and Charges.

Facility Enhancement Fee. During the term of this AGREEMENT, from January 1, 2022 to December 31, 2022, SPARTANS shall be responsible for the collection and payment of the Facility Enhancement Fee of $5.50 per participant who resides in the CITY and the Facility Enhancement Fee of $7.25 for each non-resident participant, for use of the FACILITIES.

SPARTANS shall collect the Facility Enhancement Fee from each participant and shall submit payment to the CITY by May 31, 2022 (Spring) and by October 31, 2022 (Fall).

• Mesa View Middle School (YCJUSD)
• Misc. Elementary School Fields (YCJUSD)
• Rick McCown Soccer Complex (Countyof San Bernardino)
Representatives from the CITY and SPARTANS will meet annually to prioritize the list of enhancements that are agreed upon by both PARTIES.

3. All fees and charges imposed under this AGREEMENT shall be subject to any annual or other periodic increase or change in such fees adopted by the Yucaipa City Council.

4. All payments shall be made by cash, credit card, or check payable to the City ofYucaipa.

5. Use of any other CITY facility shall be subject to the CITY's standard fees and charges asset forth in the Youth Sports Council Guidelines and Facility Use & Permit Policy (PERMIT POLICY).

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. SPARTANS representative for this AGREEMENT is BillMoreno, Dennis O'Neil, and Colin Wilke, or his/their written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this AGREEMENT.

Section V. Non -Profit Status.

Prior to the EFFECTIVE DATE, SPARTANS shall provide CITY with the following documentation that confirms SPARTANS compliance with 501(c)(3) non-profit status:

A copy of State of California not -for -profit incorporation papers or tax-exempt IRS letter showing proof of current 501(c)(3) non-profit status; and A roster of officers, including names, titles, addresses, e-mail addresses, and phonenumbers.

At all times during the term of this AGREEMENT, SPARTANS shall maintain its 501(c)(3) non-profit status in good standing.

Section VI. SPARTANS Obligations during PROGRAM.

During the term of this AGREEMENT:

SPARTANS shall comply with the terms of this AGREEMENT and all other applicable rules, regulations, and policies of the CITY, YCJUSD, federal, and state laws, when using the FACILITIES.

2. SPARTANS shall designate and utilize one representative and one alternate representative authorized to act on SPARTANS behalf with respect to all PROGRAM concerns and/or issues

that may arise at the FACILITIES.

3. SPARTANS shall conduct background checks on all volunteers, pursuant to California Assembly Bill No. 465 (2013) and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in the program, pursuant to California Assembly Bill No. 230 (2014).

4. SPARTANS shall be responsible for the conduct of all SPARTANS board members, officers, employees, agents, designated volunteers, players, coaches, referees, visiting teams, and spectators (PARTICIPANTS), participating in or attending any PROGRAM at the FACILITIES, other than any CITY official or employee.

SPARTANS and its PARTICIPANTS, participating in or attending the PROGRAM shall adhere to and comply with all FACILITY rules and regulations during the PROGRAM, and shall adhere to and comply with the code of conduct for the principles of sportsmanship, fair play, and other ethical issues that relate to team sports. SPARTANS shall submit a copy of the Cal South Codes of Conduct documentation prior to the commencement of the season and/or practices.

6. SPARTANS shall provide the CITY a detailed and defined description of all PROGRAMS, a minimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. A list of PARTICIPANTS (list to include cityresidency), is due to the CITY no less than seven (7) days prior to scheduled start of the PROGRAM. SPARTANS request of additional dates and/or times for PROGRAM additions and/or changes shall be requested no later than thirty (30) days in advance. This includes post -season PROGRAM events. a. Use of the CITY FACILITIES shall be subject to the following order ofpriority:
• First Priority: CITY programs and activities
Second Priority: SPARTANS, in accordance with CITY's scheduling methodology
Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology b. The SPARTANS PROGRAM shall remain at all times subject to the review and approval, by mutual agreement, by all PARTIES involved.

7. The CITY will authorize SPARTANS to utilize the outdoor entryway area of the Yucaipa Community Center, during business hours, for the purpose of accepting PROGRAM registrations. SPARTANS will also be authorized to post its PROGRAM flyers, coach's application forms, player registration forms, and sponsorship forms in an SPARTANS provided counter -organizer to be placed on the main counter at the Community Center.

8. SPARTANS shall in good faith and with reasonable diligence develop and offer programs that reflect community needs. During the term of this AGREEMENT SPARTANS shall make reasonable efforts to provide a PROGRAM participation rate of at least 51% of Yucaipa residents and shall encourage residents to be involved in all aspects of the PROGRAM through local media and the CITY's Community Services Department resources. rd

9. Postponement or cancellation of use shall be reported immediately by SPARTANS to the CITY's representative. SPARTANS has been granted access to shut down/tum off field lights when fields are not in use.

10. SPARTANS shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent, and any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. SPARTANS shall remove any and all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. SPARTANS shall check for any possible unsafe conditions at the FACILITIES on a daily basis, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-9581. SPARTANS shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which SPARTANS has determined there is an unsafe condition.

12. SPARTANS shall be responsible for any and all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. SPARTANS shall be responsible for the following enhancements to any CITY and/or YCJUSD FACILITIES. ALL ENHANCEMENTS MUST BE APPROVED BY CITY BEFORE WORK BEGINS. SPARTANS may be responsible for any plan checks or fees that are required before work has been performed:
a. Fence repair due to "soft -toss" damage; and
b. Installation and removal of temporary fencing; and
c. Routine daily maintenance and field preparation.

14. SPARTANS will be responsible for any and all fixtures in the snack bar, including but not limited to all shelving and appliances (refrigerators/freezers, ice machines, hot dog cookers, soda fountains, ice cream machines, prep work tables, storage racks, etc.).

15. SPARTANS shall make no alterations, additions, or improvements to FACILITIES without the CITY/YCJUSD prior written consent. The CITY shall not unreasonably withhold such consent for non-structural work only. All alterations, improvements, or additions, which are made to the FACILITIES by SPARTANS shall become the property of the CITY/YCJUSD and shall remain upon and be surrendered with the premises at the EXPIRATION DATE.

Upon expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear, and unencumbered, and SPARTANS shall defend and indemnify the CITY/YCJUSD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by SPARTANS. Notwithstanding the above, this paragraph shall not apply to SPARTANS trade fixtures, furniture, equipment, or other machinery, which are not affixed to the FACILITIES in a manner, so that they cannot be removed without material or structural damage to the FACILITIES, which shall remain the property of SPARTANS and may be removed by SPARTANS on or before the EXPIRATION DATE of this AGREEMENT. 5 Section VII. Independent Contractor Status.

In the performance of this AGREEMENT, SPARTANS is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, SPARTANS and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, SPARTANS and its PARTICIPANTS shall not have any rights or benefits of an employee under (i) any personnel, employment, or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any Memorandum of Understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach, or board member.

2. At no time during this AGREEMENT shall SPARTANS, or any of its PARTICIPANTS represent orally or in writing that SPARTANS is a CITY program or activity, or that any of its PARTICIPANTS are employees of the CITY. SPARTANS PARTICIPANTS shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VIII. Use of CITY Logo or Name.

SPARTANS shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section IX. No Assignment.

SPARTANS shall not assign or transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. SPARTANS shall not lease, sublease, assign, license, or transfer any portion of the FACILITIES, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section X. CITY Services.

During the term of this AGREEMENT, the CITY will provide the following services:

The CITY is solely responsible for the infrastructure aspects (structural, main plumbing, main electrical, main sewer) of the snack bar and restrooms at CITY FACILITIES. The CITY will be responsible for any infrastructure repairs and installations required by federal, state, or county public health standards (including, but not limited to, 3-compartment sink, hand wash stations, snack -bar screens, flooring, wall covering, ceiling materials, etc.). ri

a. If any repairs are needed to the above -mentioned infrastructure aspects SPARTANS shall notify the CITY's representative immediately, so that any repairs maybe assessed by the CITY and completed in a timelymanner.
b. If SPARTANS coordinates with any outside vendors for snack bar purposes, such as food trucks, then SPARTANS will comply with all federal, state, and county guidelines for rules and regulations for any and all outside vendors acquired. All outside vendors will be required to obtain a City of Yucaipa Business License and show proof of License before operating.

2. The CITY shall check the FACILITIES' restrooms each day and conduct any cleaning/maintenance/restocking that may be required.
a. CITY will provide SPARTANS with additional toiletry and trash supplies to be used for minor janitorial, clearing toilet back-ups, and general cleaning/restocking.

3. The CITY shall check all outside trash cans each day and empty trash cans adjacent to the FACILITIES when needed. It is SPARTANS responsibility to empty the trash cans adjacent to the FACILITIES when the CITY is not able to do so.
a. SPARTANS shall dispose of all field enhancement/maintenancedebris into the trash bins provided to the FACILITIES. Field enhancement/maintenance debris shall not be placed in trash cans adjacent to the FACILITIES.

4. The CITY shall be responsible for all repairs and/or modifications, except to the extent any repairs and/or modifications are caused by, arising out of, or resulting from SPARTANS' acts or omissions in connection with SPARTANS' use of the FACILITIES for its PROGRAM.

5. The CITY shall be responsible for all turf irrigation repair and/or modification.

6. The CITY shall be responsible for any fence repair that is needed due to normal wear and tear, with the exception of any temporary fencing placed by SPARTANS. a. SPARTANS shall be responsible for any and all removal of temporary fencing at the conclusion of the season.

The CITY shall be responsible for any repair/replacement of locks/lock sets on the snack bar, restroom, storage, or other CITY owned buildings.

8. The CITY may, at its sole discretion, determine how the services provided under this AGREEMENT will be accomplished and may contract or assign any obligations to provide services without the notice or consent of SPARTANS.

Section XI. Insurance Requirements.

SPARTANS shall procure and maintain, during the term of this AGREEMENT, at its own cost and expense, insurance against any and all claims for injuries to persons or damages to property,

which may arise from or in connection with SPARTANS use and/or occupancy of the FACILITIES, or any condition thereof, as set forth in this Section XI. The CITY retains sole discretion in determining the types and proper levels of insurance coverages.

1. SPARTANS coverage shall be at least as broad as follows:
a. Comprehensive General/Commercial Liability Insurance: $1,000,000 per occurrence for bodily injury, personal injury and property damage including endorsements for comprehensive, contractual liability, independent contractors, personal injury, premises operations, products/completed operations, and broad form property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, or $2,000,000.

2. All deductibles or self -insured retention must be declared to and approved by the CITY. The CITY shall determine the acceptable level of deductible or self -insured retention. If the deductible exceeds the amount of $5,000, at the discretion of the CITY, either the insurer shall reduce or eliminate such deductibles or self -insured retention that pertain to the CITY, its elected and appointed officials, officers, employees, agents, and designated volunteers; or SPARTANS shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

3. All insurance policies, except for Workers' Compensation (requires Certificate of Insurance only), shall name, by endorsement in a form satisfactory to the CITY, naming as additional insureds the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers.

4. All insurance coverages of SPARTANS shall be primary insurance as to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers. The CITY shall not be required to contribute to any loss through its insurance policies and/or self- insured programs. The insurance coverage must be provided by a company that has an A.M. Best Rating of A: VII or better.

5. The limits of insurance coverages specified above in no way limit SPARTANS liability for fall payment and resolution of any claim resulting from SPARTANS use of the FACILITIES or its performance under this AGREEMENT.

6. The additional insured endorsement(s) and certificate(s) of insurance, in aform approved by the CITY, shall be provided by SPARTANS prior to or concurrently with its execution of H

City of Yucaipa
this AGREEMENT. All endorsements and certificates shall be received and approved by the CITY before this AGREEMENT takes effect.

7. The Worker's Compensation policy shall contain the insurer's waiver of subrogation in favor of the CITY and its elected and appointed officials, officers, agents, and employees (if applicable).

9. SPARTANS insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. The certificate(s) shall provide at least thirty (30) days prior written notice to the CITY of any material change or cancellation. In the event of amendment or cancellation of any insurance policy for any reason whatsoever, SPARTANS shall give notice thereof to the CITY within three (3) business days after it is in receipt of written notice or amendment or cancellation.

SPARTANS shall also give the CITY thirty (30) days written notice of the expiration of the insurance policy. Notice shall be given in accordance with Section Xlll.

Section XII. Indemnification.

To the fullest extent permitted by law, SPARTANS shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of SPARTANS and/or its PARTICIPANTS, pursuant to this AGREEMENT, SPARTANS use or occupancy of the FACILITIES, or any of them, or SPARTANS operation of its PROGRAM, whether such claims be made during, or after the term of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents, or designated volunteers. The liability of SPARTANS hereunder shall not be limited to the insurance provisions of this AGREEMENT. The indemnification, defense, and hold harmless provisions of this AGREEMENT shall survive the expiration or termination of this AGREEMENT.

Section XIII. Notice.

Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fullyprepaid and addressed to the PARTY for whom intended as follows:
10 TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
TO SPARTANS: Spartans F.C.

Adam Thewes, President
34822 Shasta St.

Yucaipa, CA 92399
(909)241-6457
[email protected]
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered on the third business day after the mailing thereof, as above provided.

Section XIV. Termination of Agreement.

Termination by the CITY. Should the CITY, at any time, become dissatisfied with SPARTANS performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to SPARTANS pursuant to Section XIII.

2. Termination by SPARTANS. Should SPARTANS, at any time, become dissatisfied with the CITY's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to the CITY pursuant to Section XIII.

Section XV. Surrender of Facilities.

Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XIV, SPARTANS shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. SPARTANS shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, SPARTANS shall remove any and all non -fixed equipment and other personal property of SPARTANS from the FACILITIES.

Section XVI. Non -Discrimination.

In carrying out this AGREEMENT, SPARTANS and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age, or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
11 City of Yucaipa
Section XVIL No Joint Venture or Agency Relationship.

Nothing herein contained shall be construed to place the PARTIES to this AGREEMENT in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. SPARTANS shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall SPARTANS represent itself to be an agent of the CITY or any of its departments, officials, officers or employees. Nothing in this AGREEMENTmay be construed to have authorized or vested in SPARTANS the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVIII. General Provisions.

1. Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be binding upon the CITY and its successors and assigns, and upon SPARTANS, its partners, successors, executors, administrators, and assigns.

4. Attorneys Fees. In the event of any action between CITY and SPARTANS seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

6. Jurisdiction and Venue. Any action to enforce or interpret the terms of this AGREEMENT shall be subject to the exclusive jurisdiction ofthe courts in the Countyof SanBernardino, State of California.

City of Yucaipa, a municipal corporation
By its Authorized Representative(s):

Raymond A. Casey Date
City Manager
ATTEST:

Jennifer Crawford Date
Assistant City Manager
Spartans F.C., apublicbenefit corporation for
charitable purposes
By its Authorized Representative(s):

Adam Thewes ate
Spartans F.C., President
14 CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND

YUCAIPA VALLEY AMERICAN LITTLE LEAGUE

FOR THE USE OF THE CITY OF YUCAIPA AND

YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT

FACILITIES
This Facility Use Agreement (AGREEMENT) by and between Yucaipa Valley American Little League (YVALL), a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of December 2, 2022, with reference to the following facts:

RECITALS
A. YVALL runs a youth baseball program for residents of the CITY and surrounding communities.

B. The CITY is the owner of the Yucaipa Community Park, located at 34900 Oak Glen Road, the Bryant Glen Sports Complex, located at 11026 Sunnyside Drive, and the 7th Street Baseball Field, located at 12379 7th Street. Yucaipa-Calimesa Joint Unified School District (YCJUSD) is the owner of various school facilities located in the City of Yucaipa. All CITY and YCJUSD facilities will collectively be referred to hereinafter as (FACILITIES).

C. The CITY and the YCJUSD are parties to a Joint Use Agreement for the operation of youth athletic programs and activities at certain FACILITIES.

D. YVALL desires to use the FACILITIES for a recreational baseball program for youth of all ages hereinafter referred to as (PROGRAM).

E. The CITY is willing to allow YVALL to use the FACILITIES for its PROGRAM, subject to YVALL's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

F. YVALL use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and YVALL compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

City of Yucaipa
G. The CITY and YVALL may be hereinafter referred to individually as (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on January 1, 2022 (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

YVALL's use of YCJUSD FACILITIES shall be subject to the following requirements:

Following the EFFECTIVE DATE, YVALL may submit applications for Use of School Facilities to the YCJUSD for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YVALL's use of any YCJUSD FACILITIES. YCJUSD shall be responsible for and have final approval authority over any facility use request submitted to the YCJUSD.

3. YVALL shall be solely responsible for complying with any and all requirements imposed by YCJUSD, including but expressly not limited to, submitting all information and documentation required by YCJUSD and complying with any other YCJUSD requirements.

All such requirements shall be in addition to the requirements of this AGREEMENT.

Section III. FACILITIES Fees and Charges.

Facility Enhancement Fee. During the term of this AGREEMENT, from January 1, 2022 to December 31, 2022, YVALL shall be responsible for the collection and payment of the Facility Enhancement Fee of $5.50 per participant who resides in the CITY and the Facility Enhancement Fee of $7.25 for each non-resident participant, for use of the FACILITIES.

YVALL shall collect the Facility Enhancement Fee from each participant, and shall submit payment to the CITY by May 31, 2022 (Spring) and by October 31, 2022 (Fall).

2. The fees will be deposited into a CITY account and designated for repairs, maintenance, and upgrades to the following FACILITIES:
• Yucaipa Community Park
• Bryant Glen Sports Complex
• 7th Street Baseball Field
• Misc. Elementary School Fields
2 (City of Yucaipa)
(City of Yucaipa)
(City of Yucaipa)
(YCJUSD)

City of Yucaipa
Representatives from the CITY and YVALL will meet annually to prioritize the list of enhancements that are agreed upon by both PARTIES and that are to be completed.

3. All fees and charges imposed under this AGREEMENT shall be subject to any annual or other periodic increase or change in such fees adopted by the Yucaipa City Council.

4. All payments shall be made by cash, credit card, or check payable to the City of Yucaipa.

5. Use of any other CITY facility shall be subject to the CITY's standard fees and charges as set forth in the Youth Sports Council Guidelines and Facility Use & Permit Policy (PERMIT POLICY).

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Community Services Director, or her written designee. YVALL's representative for this AGREEMENT is Matt Teahen, or his written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this AGREEMENT.

Section V. Non -Profit Status.

Prior to the EFFECTIVE DATE, YVALL shall provide CITY with the following documentation that confirms YVALL's compliance with 501(c)(3) non-profit status:

At all times during the term of this AGREEMENT, YVALL shall maintain its 501(c)(3) non-profit status in good standing.

Section VI. YVALL's Obligations during PROGRAM.

During the term of this AGREEMENT:

1. YVALL shall comply with the terms of this AGREEMENT and all other applicable rules, regulations, and policies of the CITY, YCJUSD, federal, and state laws, when using the FACILITIES.

2. YVALL shall designate and utilize one representative and one alternate representative authorized to act on YVALL's behalf with respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.

City of Yucaipa
YVALL shall conduct background checks on all volunteers, pursuant to California Assembly Bill No. 465 (2013) and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in the program, pursuant to California Assembly Bill No. 230 (2014).

4. YVALL shall be responsible for the conduct of all YVALL board members, officers, employees, agents, designated volunteers, players, coaches, referees, visiting teams, and spectators (PARTICIPANTS), participating in or attending any PROGRAM at the FACILITIES, other than any CITY official or employee.

YVALL and its PARTICIPANTS, participating in or attending the PROGRAM shall adhere to and comply with all FACILITY rules and regulations during the PROGRAM and shall adhere to and comply with the code of conduct for the principles of sportsmanship, fair play, and other ethical issues that relate to team sports. YVALL shall submit a copy of the YVALL Code of Conduct prior to the commencement of the season and/or practices.

6. YVALL shall provide the CITY a detailed and defined description of all PROGRAMS, a minimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. A list of PARTICIPANTS (list to include city residency) is due no less than seven (7) days prior to scheduled start of the PROGRAM. YVALL's request of additional dates and/or times for PROGRAM additions and/or changes shall be requested no later than thirty (30) days in advance. This includes post -season PROGRAM events.
a. Use of the CITY FACILITIES shall be subject to the following order ofpriority:
• First Priority: CITY programs and activities
Second Priority: YVALL, in accordance with CITY's scheduling methodology
Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology b. The YVALL PROGRAM shall remain at all times subject to the review and approval, by mutual agreement, by all PARTIES involved.

7. The CITY will authorize YVALL to utilize the outdoor entryway area of the Yucaipa Community Center, during business hours, for the purpose of accepting PROGRAM registrations. YVALL will also be authorized to post its PROGRAM flyers, coach's application forms, player registration forms, and sponsorship forms in an YVALL provided counter -organizer to be placed on the main counter at the Community Center.

YVALL shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YVALL shall make reasonable efforts to provide a PROGRAM participation rate of at least 51% of Yucaipa residents and shall encourage residents to be involved in all aspects of the PROGRAM through local media and the CITY's Community Services Department resources. 4 Citv of Yucaipa

9. Postponement or cancellation of use shall be reported immediately by YVALL to the CITY's representative. YVALL has been granted access to shut downturn off field lights when fields are not in use.

10. YVALL shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent, and any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. YVALL shall remove any and all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. YVALL shall check for any possible unsafe conditions at the FACILITIES on a daily basis, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-5981. YVALL shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YVALL has determined there is an unsafe condition.

12. YVALL shall be responsible for any and all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. YVALL shall be responsible for the following enhancements to any CITY and/or YCJUSD FACILITIES. ALL ENHANCEMENTS MUST BE APPROVED BY CITY BEFORE WORK BEGINS. YVALL may be responsible for any plan checks or fees that are required before work has been performed:
a. Minor irrigation repair and/or modification to infield irrigation heads; and b. Infield clay; and
c. Base, home plate, and pitcher rubber installation; and d. Installation and maintenance of bull pens; and
e. Fence repair due to soft -toss damage; and
f. Routine daily maintenance and field preparation; and g. Scoreboards; and
h. Installation and removal of temporary fencing.

14. YVALL will be responsible for any and all fixtures in the snack bar, including but not limited to all shelving and appliances (refrigerators/freezers, ice machines, hot dog cookers, soda fountains, ice cream machines, prep worktables, storage racks, etc.).

15. YVALL shall make no alterations, additions, or improvements to FACILITIES without the CITY/YCJUSD prior written consent. The CITY shall not unreasonably withhold such consent for non-structural work only. All alterations, improvements, or additions which are made to the FACILITIES by YVALL shall become the property of the CITY/YCJUSD and shall remain upon and be surrendered with the premises at the EXPIRATION DATE. Upon 5 City of Yucaipa
expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear, and unencumbered, and YVALL shall defend and indemnify the CITY/YCJUSD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YVALL.

Notwithstanding the above, this paragraph shall not apply to YVALL's trade fixtures, furniture, equipment, or other machinery, which are not affixed to the FACILITIES in a manner so that they cannot be removed without material or structural damage to the FACILITIES, which shall remain the property of YVALL and may be removed by YVALL on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

In the performance of this AGREEMENT, YVALL is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, YVALL and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YVALL and its PARTICIPANTS shall not have any rights or benefits of an employee under (i) any personnel, employment, or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any Memorandum of Understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach, or board member.

2. At no time during this AGREEMENT shall YVALL, or any of its PARTICIPANTS represent orally or in writing that YVALL is a CITY program or activity, or that any of its PARTICIPANTS are employees of the CITY. YVALL's PARTICIPANTS shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VIII. Use of CITY Logo or Name.

YVALL shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section IX. No Assignment.

1. YVALL shall not assign or transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. YVALL shall not lease, sublease, assign, license, or transfer any portion or all of the FACILITIES, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section X. CITY Services.

During the term of this AGREEMENT, the CITY will provide the following services:

City of Yucaipa
stations, snack -bar screens, flooring, wall covering, ceiling materials, etc.). a. If any repairs are needed to the above -mentioned infrastructure aspects, YVALL shall notify the CITY representative immediately, so that any repairs may be assessed by the CITY and completed in a timely manner.
b. If YVALL coordinates with any outside vendors for snack bar purposes, such as food trucks, then YVALL will comply with all federal, state, and county guidelines for rules and regulations for any and all outside vendors acquired. All outside vendors will be required to obtain a City of Yucaipa Business License and show proof of License before operating.

2. The CITY shall check the FACILITIES' restrooms each day and conduct any cleaning/maintenance/restocking that may be required.
a. CITY will provide YVALL with additional toiletry and trash supplies to be used for minor janitorial, clearing toilet back-ups, and general cleaning/restocking.

3. The CITY shall check all outside trash cans each day and empty trash cans adjacent to the FACILITIES when needed. It is YVALL's responsibility to empty the trash cans adjacent to the FACILITIES when the CITY is not able to do so.
a. YVALL shall dispose of all field enhancement/maintenance debris into the trash bins provided to the FACILITIES. Field enhancement/maintenance debris shall not be placed in trash cans adjacent to the FACILITIES.

4. The CITY shall be responsible for all repair and/or modifications, except to the extent any repairs and/or modifications are caused by, arising out of, or resulting from YVALL's acts or omissions in connection with YVALL's use of the FACILITIES for its PROGRAM.

The CITY shall be responsible for all turf irrigation repair and/or modification.

6. The CITY shall be responsible for any fence repair that is needed due to normal wear and tear; with the exception of any temporary fencing placed by YVALL. a. YVALL shall be responsible for any and all removal of temporary fencing at the conclusion of the season.

7. The CITY shall be responsible for any repair/replacement of locks/lock sets on the snack bar, restroom, storage, or other CITY owned buildings.

Section XI. Insurance Requirements.

YVALL shall procure and maintain, during the term of this AGREEMENT, at its own cost and expense, insurance against any and all claims for injuries to persons or damages to property, which may arise from or in connection with YVALL's use and/or occupancy of the FACILITIES, or any 7 City of Yucaipa
condition thereof, as set forth in this Section XI. The CITY retains sole discretion in determining the types and proper levels of insurance coverages.

1. YVALL's coverage shall be at least as broad as follows:
a. Comprehensive General/Commercial Liability Insurance: $1,000,000 per occurrence for bodily injury, personal injury and property damage including endorsements for comprehensive, contractual liability, independent contractors, personal injury, premises operations, products/completed operations, and broad form property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, or $2,000,000. Coverage shall be at least as broad as ISO CGL occurrence form GC 0001. b. Automobile Liability Insurance: $1,000,000 per accident for bodily injury and property damage. This shall include owned, hired, and non -owned automobiles.

Coverage shall be as broad as ISO CGL occurrence form CG 0001. Auto liability is required only if autos will be used in performance of this AGREEMENT. c. Workers' Compensation: As required by the State of California and Employer's Liability Insurance (only pertains to organizations with employees).

2. All deductibles or self -insured retention must be declared to and approved by the CITY. The CITY shall determine the acceptable level of deductible or self -insured retention. If the deductible exceeds the amount of $5,000, at the discretion of the CITY, either the insurer shall reduce or eliminate such deductibles or self -insured retention that pertain to the CITY, its elected and appointed officials, officers, employees, agents, and designated volunteers; or YVALL shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. All insurance coverages of YVALL shall be primary insurance as to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers. The CITY shall not be required to contribute to any loss through its insurance policies and/or self -insured programs. The insurance coverage must be provided by a company that has an A.M. Best Rating of A: VII or better.

5. The limits of insurance coverages specified above in no way limit YVALL's liability for full payment and resolution of any claim resulting from YVALL's use of the FACILITIES or its performance under this AGREEMENT.

6. The additional insured endorsement(s) and certificate(s) of insurance, in a form approved by the CITY, shall be provided by YVALL prior to or concurrently with its execution of this AGREEMENT. All endorsements and certificates shall be received and approved by the CITY before this AGREEMENT takes effect.

7. The Worker's Compensation policy shall contain the insurer's waiver of subrogation in favor

City of Yucaipa
of the CITY and its elected and appointed officials, officers, agents, and employees (if applicable).

9. YVALL's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. The certificate(s) shall provide at least thirty (30) days prior written notice to the CITY of any material change or cancellation. In the event of amendment or cancellation of any insurance policy for any reason whatsoever, YVALL shall give notice thereof to the CITY within three (3) business days after it is in receipt of written notice or amendment or cancellation. YVALL shall also give the CITY thirty (30) days written notice of the expiration of the insurance policy. Notice shall be given in accordance with Section XIII.

Section XII. Indemnification.

To the fullest extent permitted by law, YVALL shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees, and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of YVALL and/or its PARTICIPANTS, pursuant to this AGREEMENT, YVALL's use or occupancy of the FACILITIES, or any of them, or YVALL's operation of its PROGRAM, whether such claims be made during, or after the term of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents, or designated volunteers. The liability of YVALL hereunder shall not be limited to the insurance provisions of this AGREEMENT.

The indemnification, defense and hold harmless provisions of this AGREEMENT shall survive the expiration or termination of this AGREEMENT.

Section XIII. Notice.

Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the PARTY for whom intended as follows:
0 City of Yucaipa
TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489
[email protected]
TO YVALL: YVALL
Allen Lampman, President
P.O. Box 245
Yucaipa, CA 92399
(951) 255-3155
alampman42(cr�,verizon.net
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered onthe third business day after the mailing thereof, as above provided.

Section XIV. Termination of Agreement.

1. Termination by the CITY. Should the CITY, at any time, become dissatisfied with YVALL's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to YVALL pursuant to Section XIII.

2. Termination by YVALL. Should YVALL, at any time, become dissatisfied with the CITY's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to the CITY pursuant to Section XIII.

Section XV. Surrender of Facilities.

Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XIV, YVALL shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YVALL shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YVALL shall remove any and all non -fixed equipment and other personal property of YVALL from the FACILITIES.

Section XVI. Non -Discrimination.

In carrying out this AGREEMENT, YVALL and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
10 CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND

YUCAIPA CALIMESA AMATEUR SOFTBALL ASSOCIATION

FOR THE USE OF THE CITY OF YUCAIPA AND

YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT

FACILITIES
This Facility Use Agreement (AGREEMENT) by and between Yucaipa-Calimesa Amateur Softball Association (YCASA), a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of December 2, 2022, with reference to the following facts:

RECITALS
A. YCASA runs a youth softball program for residents of the CITY and surrounding communities.

B. The CITY is the owner of the Yucaipa Community Park, located at 34900 Oak Glen Road, the 13th Street Sports Complex, located at 11928 13th Street, and the Avenue I Park softball fields, located at 34130 Avenue I. The Yucaipa-Calimesa Joint Unified School District (YCJUSD) is the owner of facilities located at Oak View Education Center, located at 12358 6th Street and Yucaipa High School, located at 33000 Yucaipa Boulevard. All CITY and YCJUSD facilities will collectively be referred to hereinafter as (FACILITIES).

C. The CITY and the YCJUSD are parties to a Joint Use Agreement for the operation of youth athletic programs and activities at certain FACILITIES.

D. YCASA desires to use the FACILITIES for a youth softball program hereinafter referred to as (PROGRAM).

E. The CITY is willing to allow YCASA to use the FACILITIES for its PROGRAM, subject to YCASA's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

F. YCASA use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and YCASA compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

City of Yucaipa
G. The CITY and YCASA may be hereinafter referred to individually as (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on January 1, 2022 (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

YCASA's use of YCJUSD FACILITIES shall be subject to the following requirements:

1. Following the EFFECTIVE DATE, YCASA may submit applications for Use of School Facilities to the YCJUSD for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YCASA's use of any YCJUSD FACILITIES. YCJUSD shall be responsible for and have final approval authority over any facility use request submitted to the YCJUSD.

3. YCASA shall be solely responsible for complying with any and all requirements imposed by YCJUSD, including but expressly not limited to, submitting all information and documentation required by YCJUSD and complying with any other YCJUSD requirements.

All such requirements shall be in addition to the requirements of this AGREEMENT.

Section III. FACILITIES Fees and Charges.

1. Facility Enhancement Fee. During the term of this AGREEMENT, from January 1, 2022 to December 31, 2022, YCASA shall be responsible for the collection and payment of the Facility Enhancement Fee of $5.50 per participant who resides in the CITY and the Facility Enhancement Fee of $7.25 for each non-resident participant, for use of the FACILITIES.

YCASA shall collect the Facility Enhancement Fee from each participant, and shall submit payment to the CITY by May 31, 2022 (Spring) and by October 31, 2022 (Fall).

2. The fees will be deposited into a CITY account and designated for repairs, maintenance, and upgrades to the following FACILITIES:
• Yucaipa Community Park
• Avenue I Park
• 13th Street Sports Complex
• OVEC Softball Field
• Misc. Elementary School Fields
2 (City of Yucaipa)
(City of Yucaipa)
(City of Yucaipa)
(YCJUSD)
(YCJUSD)

City of Yucaipa
Representatives from the CITY and YCASA will meet annually to prioritize the list of enhancements that are agreed upon by both PARTIES and that are to be completed.

3. All fees and charges imposed under this AGREEMENT shall be subject to any annual or other periodic increase or change in such fees adopted by the Yucaipa City Council.

4. All payments shall be made by cash, credit card, or check payable to the City of Yucaipa.

5. Use of any other CITY facility shall be subject to the CITY's standard fees and charges as set forth in Exhibit B, the Youth Sports Council Guidelines and Facility Use & Permit Policy (PERMIT POLICY).

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Community Services Director, or her written designee. YCASA's representative for this AGREEMENT is Salvador Navarro, or his written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this AGREEMENT.

Section V. Non -Profit Status.

Prior to the EFFECTIVE DATE, YCASA shall provide CITY with the following documentation that confirms YCASA's compliance with 501(c)(3) non-profit status:

At all times during the term of this AGREEMENT, YCASA shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI.YCASA's Obligations during PROGRAM.

During the term of this AGREEMENT:

1. YCASA shall comply with the terms of this AGREEMENT and all other applicable rules, regulations, and policies of the CITY, YCJUSD, federal, and state laws, when using the FACILITIES.

2. YCASA shall designate and utilize one representative and one alternate representative authorized to act on YCASA's behalf with respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.

City of Yucaipa
YCASA shall conduct background checks on all volunteers, pursuant to California Assembly Bill No. 465 (2013) and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in the program, pursuant to California Assembly Bill No. 230 (2014).

4. YCASA shall be responsible for the conduct of all YCASA board members, officers, employees, agents, designated volunteers, players, coaches, referees, visiting teams, and spectators (PARTICIPANTS), participating in or attending any PROGRAM at the FACILITIES, other than any CITY official or employee.

YCASA and its PARTICIPANTS, participating in or attending the PROGRAM shall adhere to and comply with all FACILITY rules and regulations during the PROGRAM and shall adhere to and comply with the code of conduct for the principles of sportsmanship, fair play, and other ethical issues that relate to team sports. YCASA shall submit a copy of the YCASA Code of Conduct prior to the commencement of the season and/or practices.

6. YCASA shall provide the CITY a detailed and defined description of all PROGRAMS, a minimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. A list of PARTICIPANTS (list to include city residency) is due no less than seven (7) days prior to scheduled start of the PROGRAM. YCASA's request of additional dates and/or times for PROGRAM additions and/or changes shall be requested no later than thirty (30) days in advance. This includes post -season PROGRAM events.
a. Use of the CITY FACILITIES shall be subject to the following order ofpriority:
• First Priority: CITY programs and activities
• Second Priority: YCASA, in accordance with CITY's scheduling methodology
• Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology b. The YCASA PROGRAM shall remain at all times subject to the review and approval, by mutual agreement, by all PARTIES involved.

7. The CITY will authorize YCASA to utilize the outdoor entryway area of the Yucaipa Community Center, during business hours, for the purpose of accepting PROGRAM registrations. YCASA will also be authorized to post its PROGRAM flyers, coach's application forms, player registration forms, and sponsorship forms in an YCASA provided counter -organizer to be placed on the main counter at the Community Center.

YCASA shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YCASA shall make reasonable efforts to provide a PROGRAM participation rate of at least 51 % of Yucaipa residents and shall encourage residents to be involved in all aspects of the PROGRAM through 4 City of Yucaipa
local media and the CITY's Community Services Department resources.

9. Postponement or cancellation of use shall be reported immediately by YCASA to the CITY's representative. YCASA has been granted access to shut downturn off field lights when fields are not in use.

10. YCASA shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent, and any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. YCASA shall remove any and all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. YCASA shall check for any possible unsafe conditions at the FACILITIES on a daily basis, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-5981. YCASA shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YCASA has determined there is an unsafe condition.

12. YCASA shall be responsible for any and all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. YCASA shall be responsible for the following enhancements to any CITY and/or YCJUSD FACILITIES. ALL ENHANCEMENTS MUST BE APPROVED BY CITY BEFORE WORK BEGINS. YCASA may be responsible for any plan checks or fees that are required before work has been performed:
a. Minor irrigation repair and/or modification to infield irrigation heads; and b. Infield clay; and
c. Base, home plate, and pitcher rubber installation; and d. Installation and maintenance of bull pens; and
e. Fence repair due to soft -toss damage; and
f. Routine daily maintenance and field preparation; and g. Scoreboards; and
h. Installation and removal of temporary fencing.

14. YCASA will be responsible for any and all fixtures in the snack bar, including but not limited to all shelving and appliances (refrigerators/freezers, ice machines, hot dog cookers, soda fountains, ice cream machines, prep worktables, storage racks, etc.).

15. YCASA shall make no alterations, additions, or improvements to FACILITIES without the CITY/YCJUSD prior written consent. The CITY shall not unreasonably withhold such consent for non-structural work only. All alterations, improvements, or additions which are made to the FACILITIES by YCASA shall become the property of the CITY/YCJUSD and 5 City of Yucaipa
shall remain upon and be surrendered with the premises at the EXPIRATION DATE. Upon expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear, and unencumbered, and YCASA shall defend and indemnify the CITY/YCJUSD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YCASA.

Notwithstanding the above, this paragraph shall not apply to YCASA's trade fixtures, furniture, equipment, or other machinery, which are not affixed to the FACILITIES in a manner so that they cannot be removed without material or structural damage to the FACILITIES, which shall remain the property of YCASA and may be removed by YCASA on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

In the performance of this AGREEMENT, YCASA is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, YCASA and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YCASA and its PARTICIPANTS shall not have any rights or benefits of an employee under (i) any personnel, employment, or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any Memorandum of Understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach, or board member.

2. At no time during this AGREEMENT shall YCASA, or any of its PARTICIPANTS represent orally or in writing that YCASA is a CITY program or activity, or that any of its PARTICIPANTS are employees of the CITY. YCASA's PARTICIPANTS shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VIII. Use of CITY Logo or Name.

YCASA shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section IX. No Assignment.

1. YCASA shall not assign or transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. YCASA shall not lease, sublease, assign, license, or transfer any portion or all of the FACILITIES, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section X. CITY Services.

During the term of this AGREEMENT, the CITY will provide the following services:

City of Yucaipa
county public health standards (including, but not limited to, 3-compartment sink, hand wash stations, snack -bar screens, flooring, wall covering, ceiling materials, etc.). a. If any repairs are needed to the above -mentioned infrastructure aspects, YCASA shall notify the CITY representative immediately, so that any repairs may be assessed by the CITY and completed in a timely manner.
b. If YCASA coordinates with any outside vendors for snack bar purposes, such as food trucks, then YCASA will comply with all federal, state, and county guidelines for rules and regulations for any and all outside vendors acquired. All outside vendors will be required to obtain a City of Yucaipa Business License and show proof of License before operating.

2. The CITY shall check the FACILITIES' restrooms each day and conduct any cleaning/maintenance/restocking that may be required.
a. CITY will provide YCASA with additional toiletry and trash supplies to be used for minor janitorial, clearing toilet back-ups, and general cleaning/restocking.

3. The CITY shall check all outside trash cans each day and empty trash cans adjacent to the FACILITIES when needed. It is YCASA's responsibility to empty the trash cans adjacent to the FACILITIES when the CITY is not able to do so.
a. YCASA shall dispose of all field enhancement/maintenance debris into the trash bins provided to the FACILITIES. Field enhancement/maintenance debris shall not be placed in trash cans adjacent to the FACILITIES.

4. The CITY shall be responsible for all repair and/or modifications, except to the extent any repairs and/or modifications are caused by, arising out of, or resulting from YCASA's acts or omissions in connection with YCASA's use of the FACILITIES for its PROGRAM.

The CITY shall be responsible for all turf irrigation repair and/or modification.

6. The CITY shall be responsible for any fence repair that is needed due to normal wear and tear; with the exception of any temporary fencing placed by YCASA. a. YCASA shall be responsible for any and all removal of temporary fencing at the conclusion of the season.

The CITY shall be responsible for any repair/replacement of locks/lock sets on the snack bar, restroom, storage, or other CITY owned buildings.

Section XI. Insurance Requirements.

YCASA shall procure and maintain, during the term of this AGREEMENT, at its own cost and expense, insurance against any and all claims for injuries to persons or damages to property, which 7 City of Yucaipa
may arise from or in connection with YCASA's use and/or occupancy of the FACILITIES, or any condition thereof, as set forth in this Section XI. The CITY retains sole discretion in determining the types and proper levels of insurance coverages.

1. YCASA's coverage shall be at least as broad as follows:
a. Comprehensive General/Commercial Liability Insurance: $1,000,000 per occurrence for bodily injury, personal injury and property damage including endorsements for comprehensive, contractual liability, independent contractors, personal injury, premises operations, products/completed operations, and broad form property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, or $2,000,000. Coverage shall be at least as broad as ISO CGL occurrence form GC 0001. b. Automobile Liability Insurance: $1,000,000 per accident for bodily injury and property damage. This shall include owned, hired, and non -owned automobiles.

2. All deductibles or self -insured retention must be declared to and approved by the CITY. The CITY shall determine the acceptable level of deductible or self -insured retention. If the deductible exceeds the amount of $5,000, at the discretion of the CITY, either the insurer shall reduce or eliminate such deductibles or self -insured retention that pertain to the CITY, its elected and appointed officials, officers, employees, agents, and designated volunteers; or YCASA shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. All insurance coverages of YCASA shall be primary insurance as to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers. The CITY shall not be required to contribute to any loss through its insurance policies and/or self -insured programs. The insurance coverage must be provided by a company that has an A.M. Best Rating of A: VII or better.

5. The limits of insurance coverages specified above in no way limit YCASA's liability for full payment and resolution of any claim resulting from YCASA's use of the FACILITIES or its performance under this AGREEMENT.

The additional insured endorsement(s) and certificate(s) of insurance, in a form approved by the CITY, shall be provided by YCASA prior to or concurrently with its execution of this AGREEMENT. All endorsements and certificates shall be received and approved by the CITY before this AGREEMENT takes effect.

City of Yucaipa

7. The Worker's Compensation policy shall contain the insurer's waiver of subrogation in favor of the CITY and its elected and appointed officials, officers, agents, and employees (if applicable).

9. YCASA's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. The certificate(s) shall provide at least thirty (30) days prior written notice to the CITY of any material change or cancellation. In the event of amendment or cancellation of any insurance policy for any reason whatsoever, YCASA shall give notice thereof to the CITY within three (3) business days after it is in receipt of written notice or amendment or cancellation. YCASA shall also give the CITY thirty (30) days written notice of the expiration of the insurance policy. Notice shall be given in accordance with Section XIII.

Section XII. Indemnification.

To the fullest extent permitted by law, YCASA shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees, and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of YCASA and/or its PARTICIPANTS, pursuant to this AGREEMENT, YCASA's use or occupancy of the FACILITIES, or any of them, or YCASA's operation of its PROGRAM, whether such claims be made during, or after the term of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents, or designated volunteers. The liability of YCASA hereunder shall not be limited to the insurance provisions of this AGREEMENT.

The indemnification, defense and hold harmless provisions of this AGREEMENT shall survive the expiration or termination of this AGREEMENT.

Section XIII. Notice.

Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the PARTY for whom intended as follows:
9 City of Yucaipa
TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489
[email protected]
TO YCASA: YCASA
Salvador Navarro, President
P.O. Box 142
Yucaipa, CA 92399
(951) 231-3522
[email protected]
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered onthe third business day after the mailing thereof, as above provided.

Section XIV. Termination of Agreement.

1. Termination by the CITY. Should the CITY, at any time, become dissatisfied with YCASA's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to YCASA pursuant to Section XIII.

2. Termination by YCASA. Should YCASA, at any time, become dissatisfied with the CITY's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to the CITY pursuant to Section XIII.

Section XV. Surrender of Facilities.

Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XIV, YCASA shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YCASA shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YCASA shall remove any and all non -fixed equipment and other personal property of YCASA from the FACILITIES.

Section XVI. Non -Discrimination.

In carrying out this AGREEMENT, YCASA and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
10 City of Yucaipa
Section XVII. No Joint Venture or Agency Relationship.

Nothing herein contained shall be construed to place the PARTIES to this AGREEMENT in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. YCASA shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YCASA represent itself to be an agent of the CITY or any of its departments, officials, officers, or employees. Nothing in this AGREEMENT may be construed to have authorized or vested in YCASA the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVIII. General Provisions.

Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be biding upon the CITY and its successors and assigns, and upon YCASA, its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YCASA seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

Headings and Titles. The headings, subheadings and numbering of the different paragraphs of this AGREEMENT are inserted for convenience and for reference only and shall not be considered for any purpose in construing this AGREEMENT. 11 City of Yucaipa

12. E -Mail Signatures and Counterparts. The PARTIES agree that this AGREEMENT will be considered signed by a PARTY when the signature of that PARTY is delivered by facsimile transmission and/or email. Such signature shall be treated in all respects as having the same effect as an original. This AGREEMENT may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 12 City of Yucaipa
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

City of Yucaipa, a municipal corporation
By its Authorized Representative(s):

Raymond A. Casey
City Manager
ATTEST:

Jennifer Crawford
Assistant City Manager
Date
Date
13 Yucaipa-Calimesa Amateur Softball
Association, a public benefit corporation for
charitable purposes
By its Authorized Representative(s):

Salvador Navarro
President
Date
Date

City of Yucaipa
14 City of Yucaipa
S
Section XVII. No Joint Venture or Agency Relationship.

Nothing herein contained shall be construed to place the PARTIES to this AGREEMENT in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. YVALL shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YVALL represent itself to be an agent of the CITY or any of its departments, officials, officers, or employees. Nothing in this AGREEMENT may be construed to have authorized or vested in YVALL the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVIII. General Provisions.

1. Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be biding upon the CITY and its successors and assigns, and upon YVALL, its partners, successors, executors, administrators, and assigns.

4. Attorneyy's Fees. In the event of any action between CITY and YVALL seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

Jurisdiction and Venue. Any action to enforce or interpret the terms of this AGREEMENT shall be subject to the exclusive jurisdiction of the courts in the County of San Bernardino, State of California.

City of Yucaipa, a municipal corporation
By its Authorized Representative(s):

Raymond A. Casey
City Manager
ATTEST:

Jennifer Crawford
Assistant City Manager
Date
Date
13 Yucaipa Valley American Little League, a
public benefit corporation for charitable
purposes
By its Authorized Representative(s):

Allen Lampman
President
Date
Date

City of Yucaipa
14 CITY OF

CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
9o9/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND
YUCAIPA YOUTH BASKETBALL, INC.

FOR THE USE OF THE CITY OF YUCAIPA AND

YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT

FACILITIES
This Facility Use Agreement (AGREEMENT) by and between Yucaipa Youth Basketball, Inc. (YYB) a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of December 2, 2021, with reference to the following facts:

RECITALS
A. YYB runs a youth basketball program for residents of the CITY and surrounding communities.

B. The CITY is the owner of the Yucaipa Community Center Gymnasium, located at 34900 Oak Glen Road, the Yucaipa Community Park Basketball Courts, located at 34900 Oak Glen Road, and the 7tv Street Basketball Courts, located at 12379 7a' Street. The Yucaipa-Calimesa Unified School District (YCJUSD) is the owner of facilities located at Oak View Education Center, located at 12358 6a' Street and Yucaipa High School, located at 33000 Yucaipa Boulevard. All CITY and YCJUSD facilities will collectively be referred to hereinafter as (FACILITIES).

C. The CITY and the YCJUSD are parties to a Joint Use Agreement for the operation of youth athletic programs and activities at certain FACILITIES.

D. YYB desires to use the FACILITIES for a youth basketball program hereinafter referred to as (PROGRAM).

E. The CITY is willing to allow YYB to use the FACILITIES for its PROGRAM, subject to YYB's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

F. YYB's use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and YYB's compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

G. The CITY and YYB may be hereinafter referred to individually as a (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on January 1, 2022 (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

YYB's use of YCJUSD FACILITIES shall be subject to the following requirements:

Following the EFFECTIVE DATE, YYB may submit applications for use of FACILITIES to YCJUSD for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YYB's use of any YCJUSD FACILITIES. YCJUSD shall be responsible for and have final approval authority over any facility use request submitted to the YCJUSD.

YYB shall be solely responsible for complying with any and all requirements imposed by YCJUSD, including but expressly not limited to, submitting all information and documentation required by YCJUSD and complying with any other YCJUSD requirements. All such requirements shall be in addition to the requirements of this AGREEMENT.

Section III. FACILITIES Fees and Charges.

1. During the term of this AGREEMENT, the CITY shall provide personnel at the indoor FACILITIES for on -site supervision when YYB uses FACILITIES for its PROGRAM.

Duties and responsibilities of the CITY's personnel are set forth in Section X of this AGREEMENT. YYB shall pay the full costs of such CITY personnel, other fees, and charges as follows:
a. Personnel Costs. YYB shall pay the CITY for the cost of providing one Public Service Employee I (GYMNASIUM ATTENDANT) at the rate of $16.00 per hour, during any and all hours that YYB uses the indoor FACILITIES for its PROGRAM and any time spent by the GYMNASIUM ATTENDANT in cleaning the FACILITIES after YYB's PROGRAM. The CITY reserves the right to change or modify the title and hourly wage of its personnel at any time, in its sole discretion and pursuant to state law.
b. Facility Enhancement Fee. During the term of this AGREEMENT, from January 1, 2022 to December 31, 2022, YYB shall be responsible for the collection and payment of the Facility Enhancement Fee of $5.50 per participant who resides in the CITY and the Facility Enhancement Fee of $7.25 for each non-resident participant, for use of the FACILITIES. YYB shall collect the Facility Enhancement Fee from

each participant, and shall submit payment to the CITY by May 31, 2022 (Spring) and by December 31, 2022 (Fall).
c. The fees will be deposited into a CITY account and designated for repairs, maintenance and upgrades to the following FACILITIES:
• Yucaipa Community Center Gymnasium (City of Yucaipa)
• Community Park Outdoor Basketball Courts (City of Yucaipa) • 71h Street Covered Outdoor Basketball Courts (City of Yucaipa) • Yucaipa High School Gymnasium (YCJUSD)
• OVEC Outdoor Basketball Courts (YCJUSD)
• OVEC Gymnasium (YCJUSD)
The FACILITIES identified above will be reviewed each year and identified in the yearly AGREEMENT.

Representatives from the CITY and YYB will meet annually to prioritize the list of enhancements that are agreed upon by both PARTIES.

2. All fees and charges imposed under this AGREEMENT shall be subject to any annual or other periodic increase or change in such fees adopted by the Yucaipa City Council.

3. The CITY shall invoice YYB by the 5th day of each calendar month for personnel costs incurred during the prior month. YYB shall process and pay in full any and all such personnel costs to the CITY within 30 days of receipt of invoice. All payments shall be made by cash, credit card, or check payable to the City ofYucaipa.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges as set forth in Exhibit B, the Youth Sports Council Guidelines and Facility Use & Permit Policy (PERMIT POLICY).

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YYB's representative for this AGREEMENT is Ben McCarty or his written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this AGREEMENT.

Section V. Non -Profit Status.

Prior to the EFFECTIVE DATE, YYB shall provide the CITY with the following documentation that confirms YYB's compliance with 501(c)(3) non-profit status:
• A copy of State of California not -for -profit incorporation papers or tax-exempt IRS letter showing proof of current 501(c)(3) non-profit status; and • A roster of officers, including names, titles, addresses, e-mail addresses, and phone numbers.

At all times during the term of this AGREEMENT, YYB shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. YYB's Obligations during PROGRAM.

During the term of this AGREEMENT:

1. YYB shall comply with the terms of this AGREEMENT and all other applicable rules, regulations, and policies of the CITY, YCJUSD, federal, and state laws, when using the FACILITIES.

YYB shall designate and utilize one representative and one alternate representative authorized to act on YYB's behalf with respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.

3. YYB shall conduct background checks on all volunteers, pursuant to California Assembly Bill No. 465 (2013) and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in the program, pursuant to California Assembly Bill No. 230 (2014).

4. YYB shall be responsible for the conduct of all YYB board members, officers, employees, agents, designated volunteers, players, coaches, referees, visiting teams, and spectators (PARTICIPANTS), participating in or attending any PROGRAM at the FACILITIES, other than any CITY official or employee.

YYB and its PARTICIPANTS, participating in or attending the PROGRAM shall adhere to and comply with all FACILITY rules and regulations during the PROGRAM and shall adhere to and comply with the code of conduct for the principles of sportsmanship, fair play, and other ethical issues that relate to team sports. YYB shall submit a copy of the Parent, Coach, Volunteer Codes of Conduct and Players Pledge prior to the commencement of the season and/or practices.

6. YYB shall provide the CITY a detailed and defined description of all PROGRAMS, aminimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. A list of PARTICIPANTS (list to include city residency) is due no less than seven (7) days prior to scheduled start of the PROGRAM. YYB's request of additional dates and/or times for PROGRAM additions and/or changes shall be requested no later than thirty (30) days in advance. This includes any post -season PROGRAM events. a. Use of the CITY FACILITIES shall be subject to the following order ofpriority:
• First Priority: CITY programs and activities
• Second Priority: YYB, in accordance with CITY's scheduling methodology
• Third Priority: YCJUSD and other organization's programs and 4 City of Yucaipa
activities, in accordance with CITY's scheduling methodology b. The YYB PROGRAM shall remain at all times subject to the review and approval, by mutual agreement, by all PARTIES involved.

7. The CITY will authorize YYB to utilize the outdoor entryway area of the Yucaipa Community Center, during business hours, for the purpose of accepting PROGRAM registrations. YYB will also be authorized to post its PROGRAM flyers, coach's application forms, player registration forms, and sponsorship forms in an YYB provided counter -organizer to be placed on the main counter at the Community Center.

8. YYB shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YYB shall make reasonable efforts to provide a PROGRAM participation rate of at least 5 1 % of Yucaipa residents and shall encourage residents to be involved in all aspects of the PROGRAM through local media and the CITY's Community Services Department resources.

9. Postponement or cancellation of use shall be reported immediately by YYB to the CITY's representative. Cancellation of weeknight usage is required at least 48 hours in advance.

Cancellation of weekend usage must take place at least 96 hours in advance. YYB shall pay a minimum of two hours for the GYMNASIUM ATTENDANT salary if YYB fails to comply with these deadlines.

10. YYB shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent, and any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. YYB shall remove any and all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. YYB shall check for any possible unsafe conditions at the FACILITIES on a daily basis, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-9581. YYB shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YYB has determined there is an unsafe condition.

12. An employee of YYB, YCJUSD, and/or the CITY will conduct an inspection before and after each use to determine if any damage has occurred to the FACILITIES using the Facility Check List Form (Exhibit B). Upon completing the inspection, the inspecting employee shall promptly provide a copy of the completed Facility Check List Form to YYB, YCJUSD, and the CITY.

13. YYB shall be responsible for any and all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

14. YYB shall make no alterations, additions, or improvements to FACILITIES without the CITY/YCJUSD prior written consent. The CITY shall not unreasonably withhold such consent for non-structural work only. All alterations, improvements, or additions, which are made to the FACILITIES by YYB shall become the property of the CITY/YCJUSD and shall remain upon and be surrendered with the premises at the EXPIRATION DATE. Upon expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear and unencumbered, and YYB shall defend and indemnify

the CITY/YCJUSD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YYB. Notwithstanding the above, this paragraph shall not apply to YYB's trade fixtures, furniture, equipment, or other machinery, which are not affixed to the FACILITIES in a manner, so that they cannot be removed without material or structural damage to the FACILITIES, which shall remain the property of YYB and may be removed by YYB on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

In the performance of this AGREEMENT, YYB is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, YYB and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YYB and its PARTICIPANTS shall not have any rights or benefits of an employee under (i) anypersonnel, employment, or other ordinances, codes, regulations, resolutions, policies, or rules of the CITY relating to employees, or (ii) any Memorandum of Understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach, or board member.

2. At no time during this AGREEMENT shall YYB, or any of its PARTICIPANTS represent orally or in writing that YYB is a CITY program or activity, or that any of its board members, officers, employees, agents, or volunteers are employees of the CITY. YYB's PARTICIPANTS shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VIII. Use of CITY Logo or Name.

YYB shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section IX. No Assignment.

1. YYB shall not assign or transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. YYB shall not lease, sublease, assign, license, or transfer any portion of the FACILITIES, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section X. CITY Services.

During the term of this AGREEMENT, the CITY will provide the following services:

In accordance with Section III, the CITY will provide a GYMNASIUM ATTENDANT for on - site supervision during scheduled PROGRAM at the indoor FACILITIES. The GYMNASIUM ATTENDANT shall be in charge of the indoor FACILITIES and will interpret all rules and regulations of the CITY and/or YCJUSD with regard to use of the indoor FACILITIES for the PROGRAM.
ri

2. The GYMNASIUM ATTENDANT shall not be under the supervision of, nor required to report to, YYB or any of its PARTICIPANTS of the PROGRAM.

3. Assigned duties of GYMNASIUM ATTENDANT shall be determined by the CITY, and may include but are not limited to the following:
a. Opens assigned FACILITY with sufficient time to accomplish pre -activity tasks; and b. Inspects FACILITY for damaged equipment and/or unsafe conditions before and after each use to determine if any damage has occurred to the FACILITIES using the Facility Check List. Upon completing the inspection, the inspecting employee shall promptly provide a copy of the completed Facility Check List Form to YYB, YCJUSD, and the CITY; and
c. If unsafe conditions are found at the FACILITIES, secure the FACILITIES and deny access to PROGRAM PARTICIPANTS. PROGRAM access will be denied until unsafe condition(s) has/have been resolved; and
d. Sets up equipment required for the PROGRAM; and
e. Sweeps and dust mops gymnasium floors before and/or between each scheduled game with mops provided by YYB; and
f. Reports lost or damaged equipment to the CITY's designee; and g. Insures that FACILITY is left in same manner as it was received for use by YYB; and h. Closes and cleans FACILITY following the last scheduled game of the day, including dust mopping, sweeping, any remaining trash removal, restroom cleaning, and re- stocking of supplies; and
i. Promptly reports names of problem PARTICIPANTS to his/her CITY supervisor and/or designated YYB representative; and
j. Conveys the meaning, interpretation, or application of CITY rules, regulations, ordinances, or policies to YYB at the PROGRAM; and
k. The CITY reserves the right to change the GYMNASIUM ATTENDANT duties as needed.

4. YYB shall direct any questions or concerns about the GYMNASIUM ATTENDANT to the CITY's representative.

5. The CITY shall provide workers' compensation insurance or self -insure for any work or services performed by its employees, to the extent required by law.

6. The CITY may, in its sole discretion, determine how the services provided under this AGREEMENT will be accomplished and may contract or assign any obligations to provide services without notice or consent of YYB.

7. The CITY may, at its sole discretion, determine how the services provided under this AGREEMENT will be accomplished and may contract or assign any obligations to provide services without the notice or consent of YYB.

Section XI. Insurance Requirements.

YYB shall procure and maintain, during the term of this AGREEMENT, at its own cost and expense, insurance against any and all claims for injuries to persons or damages to property, which may arise from or in connection with YYB's use and/or occupancy of the FACILITIES, or any condition thereof, as set forth in this Section XI. The CITY retains sole discretion in determining the types and proper levels of insurance coverages.

1. YYB's coverage shall be at least as broad as follows:
a. Comprehensive General/Commercial Liability Insurance: $1,000,000 per occurrence for bodily injury, personal injury and property damage including endorsements for comprehensive, contractual liability, independent contractors, personal injury, premises operations, products/completed operations, and broad form property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, or $2,000,000.

Coverage shall be at least as broad as ISO CGL occurrence form GC 0001. b. Automobile Liability Insurance:$1,000,000per accident for bodily injury and property damage. This shall include owned, hired, and non -owned automobiles. Coverage shall be as broad as ISO CGL occurrence form CG 0001. Auto liability is required only if autos will be used in performance of this AGREEMENT.
c. Workers' Compensation: As required by the State of California and Employer's Liability Insurance (only pertains to organizations with employees).

2. All deductibles or self -insured retention must be declared to and approved by the CITY. The CITY shall determine the acceptable level of deductible or self -insured retention. If the deductible exceeds the amount of $5,000, at the discretion of the CITY, either the insurer shall reduce or eliminate such deductibles or self -insured retention that pertain to the CITY, its elected and appointed officials, officers, employees, agents, and designated volunteers; or YYB shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. All insurance coverages of YYB shall be primary insurance as to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers. The CITY shall not be required to contribute to any loss through its insurance policies and/or self-insuredprograms.

The insurance coverage must be provided by a company that has an A.M. Best Rating of A: VII or better.

5. The limits of insurance coverages specified above in no way limit YYB's liability for full payment and resolution of any claim resulting from YYB's use of the FACILITIES or its performance under this AGREEMENT.

6. The additional insured endorsement(s) and certificate(s) of insurance, in a form approved by the CITY, shall be provided by YYB prior to or concurrently with its execution of this AGREEMENT. All endorsements and certificates shall be received and approved by the CITY before this AGREEMENT takes effect.

7. The Worker's Compensation policy shall contain the insurer's waiver of subrogation in favor of the CITY and its elected and appointed officials, officers, agents, and employees (if applicable).

Any failure to comply with reporting or other provisions of the policies including but not limited to breaches of warranties shall not affect coverage provided to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers.

9. YYB's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. The certificate(s) shall provide at least thirty (30) days prior written notice to the CITY of any material change or cancellation. In the event of amendment or cancellation of any insurance policy for any reason whatsoever, YYB shall give notice thereof to the CITY within three (3) business days after it is in receipt of written notice or amendment or cancellation. YYB shall also give the CITY thirty (30) days written notice of the expiration of the insurance policy.

Notice shall be given in accordance with Section XIII.

Section XII. Indemnification.

To the fullest extent permitted by law, YYB shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees, and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of YYB and/or its PARTICIPANTS, pursuant to this AGREEMENT, YYB's use or occupancy of the FACILITIES, or any of them, or YYB's operation of its PROGRAM, whether such claims be made during, or after the term of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents, or designated volunteers. The liability of YYB hereunder shall not be limited to the insurance provisions of this AGREEMENT. The indemnification, defense, and hold harmless provisions of this AGREEMENT shall survive the expiration or termination of this AGREEMENT.

Section XIIL Notice.

Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the PARTY for whom intended as follows:
0 TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
TO YYB: YYB
Ben McCarty, President
P.O. Box 31
Yucaipa, CA 92399
(909) 528-3535
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered on the third business day after the mailing thereof, as above provided.

Section XIV. Termination of Agreement.

1. Termination by the CITY. Should the CITY, at any time, become dissatisfied with YYB's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to YYB pursuant to Section XIII.

2. Termination by YYB. Should YYB, at any time, become dissatisfied with the CITY's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to the CITY pursuant to Section XIII.

Section XV. Surrender of Facilities.

Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XIV, YYB shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YYB shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YYB shall remove any and all non -fixed equipment and other personal property of YYB from the FACILITIES.

Section XVI. Non -Discrimination.

In carrying out this AGREEMENT, YYB and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
10 Section XVII. No Joint Venture or Agency Relationship.

Further, under no circumstances shall YYB represent itself to be an agent of the CITY or any of its departments, officials, officers, or employees. Nothing in this AGREEMENT maybe construed to have authorized or vested in YYB the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVIII. General Provisions.

1. Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

2. Waiver. No waiver by any PARTY nor any breach of any term or provision of this AGREEMENT shall be construed to be, nor be, a waiver of any preceding, concurrent or succeeding breach of the same, or any other term or provision hereof.

3. Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be binding upon the CITY and its successors and assigns, and upon YYB, its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YYB seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

Representations and Warranties. The PARTIES, and each of them, represent and warrant to the other PARTY that each PARTY has the full power and authority to execute this AGREEMENT and to perform its obligations and requirements set forth in this AGREEMENT.

8. Neutral Interpretation and Construction. This AGREEMENT is deemed to have been prepared by each of the PARTIES hereto, and any uncertainty and ambiguity herein shall not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California.
11 9. Headings and Titles. The headings, subheadings and numbering of the different paragraphs of this AGREEMENT are inserted for convenience and for reference only and shall not be considered for any purpose in construing this AGREEMENT.

12. E-mail Signatures and Counternarts. The PARTIES agree that this AGREEMENT will be considered signed by a PARTY when the signature of that PARTY is delivered by facsimile transmission and/or email. Such signature shall be treated in all respects as having the same effect as an original. This AGREEMENT maybe executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 12 IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

City of Yucaipa, a California municipal
corporation
By its Authorized Representative(s):

Raymond A. Casey
City Manager
ATTEST:

Jennifer Crawford
Assistant City Manager
Date
Date
Yucaipa Youth Basketball, Inc., a public
benefit corporation
By its Authorized Representative(s):
. '4 r: /2-7-2/
n cCarty, President Date
Date
13 CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND
YUCAIPA JUNIOR ALL AMERICAN FOOTBALL AND CHEER INC.

FOR THE USE OF THE CITY OF YUCAIPA AND

YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT

FACILITIES
This Facility Use Agreement (AGREEMENT) by and between Yucaipa Junior All American Football and Cheer, Inc, (YJAAFC), a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of December 2, 2022 with reference to the following facts:

RECITALS
A. YJAAFC runs a youth football and cheer program for residents of the CITY and surrounding communities.

B. The CITY is the owner of the 7`a Street Baseball Field, located at 12379 7`h Street. The Yucaipa-Calimesa Joint Unified School District (YCJUSD) is the owner of facilities located at Oak View Education Center, located at 12358 6th Street and Yucaipa High School, located at 33000 Yucaipa Boulevard. All CITY and YCJUSD facilities will collectively be referred to hereinafter as (FACILITIES).

C. The CITY and the YCJUSD are parties to a Joint Use Agreement for the operation of youth athletic programs and activities at certain FACILITIES.

D. YJAAFC desires to use the FACILITIES for a youth football and cheer program hereinafter referred to as (PROGRAM).

E. The CITY is willing to allow YJAAFC to use the FACILITIES for its PROGRAM, subject to YJAAFC's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

F. YJAAFC use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and YJAAFC compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

G. The CITY and YJAAFC may be hereinafter referred to individually as (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on January 1, 2022 (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section I . YCJUSD Approval for Use of YCJUSD FACILITIES.

YJAAFC's use of YCJUSD FACILITIES shall be subject to the following requirements:

Following the EFFECTIVE DATE, YJAAFC may submit applications for Use of School Facilities to the YCJUSD for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YJAAFC's use of any YCJUSD FACILITIES. YCJUSD shall be responsible for and have final approval authority over any facility use request submitted to the YCJUSD.

YJAAFC shall be solely responsible for complying with any and all requirements imposed by YCJUSD, including but expressly not limited to, submitting all information and documentation required by YCJUSD and complying with any other YCJUSD requirements.

All such requirements shall be in addition to the requirements of this AGREEMENT.

Section III. FACILITIES Fees and Charges.

Facility Enhancement Fee. During the term of this AGREEMENT, from January 1, 2022 to December 31, 2022, YJAAFC shall be responsible for the collection and payment of the Facility Enhancement Fee of $5.50 per participant who resides in the CITY and the Facility Enhancement Fee of $7.25 for each non-resident participant, for use of the FACILITIES.

YJAAFC shall collect the Facility Enhancement Fee from each participant, and shall submit payment to the CITY by May 31, 2022 (Spring) and by October 31, 2022 (Fall).

The fees will be deposited into a CITY account and designated for repairs, maintenance, and upgrades to the following FACILITIES:
• 7`h Street Baseball Field
• OVEC Football Field
• OVEC Softball Field
• Husky Field (OVEC Campus)
• Yucaipa High School Stadium
(City of Yucaipa)
(YCJUSD)
(YCJUSD)
(YCJUSD)
(YCJUSD)

Representatives from the CITY and YJAAFC will meet annually to prioritize the list of enhancements that are agreed upon by both PARTIES and that are to be completed.

3. All fees and charges imposed under this AGREEMENT shall be subject to any annual or other periodic increase or change in such fees adopted by the Yucaipa City Council.

4. All payments shall be made by cash, credit card, or check payable to the City ofYucaipa.

5. Use of any other CITY facility shall be subject to the CITY's standard fees and charges asset forth in Exhibit B, the Youth Sports Council Guidelines and Facility Use & Permit Policy (PERMIT POLICY).

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Community Services Director, or her written designee. YJAAFC's representative for this AGREEMENT is Salvador Navarro, or his written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this AGREEMENT.

Section V. Non -Profit Status.

Prior to the EFFECTIVE DATE, YJAAFC shall provide CITY with the following documentation that confirms YJAAFC's compliance with 501(c)(3) non-profit status:

At all times during the term of this AGREEMENT, YJAAFC shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. YJAAFC's Obligations during PROGRAM.

During the term of this AGREEMENT:

1. YJAAFC shall comply with the terms of this AGREEMENT and all other applicable rules, regulations, and policies of the CITY, YCJUSD, federal, and state laws, when using the FACILITIES.

2. YJAAFC shall designate and utilize one representative and one alternate representative authorized to act on YJAAFC's behalf with respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.

3. YJAAFC shall conduct background checks on all volunteers, pursuant to California Assembly Bill No. 465 (2013) and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in the program, pursuant to California Assembly Bill No. 230 (2014).

4. YJAAFC shall be responsible for the conduct of all YJAAFC board members, officers, employees, agents, designated volunteers, players, coaches, referees, visiting teams, and spectators (PARTICIPANTS), participating in or attending any PROGRAM at the FACILITIES, other than any CITY official or employee.

5. YJAAFC and its PARTICIPANTS, participating in or attending the PROGRAM shall adhere to and comply with all FACILITY rules and regulations during the PROGRAM and shall adhere to and comply with the code of conduct for the principles of sportsmanship, fair play, and other ethical issues that relate to team sports. YJAAFC shall submit a copy of the YJAAFC Code of Conduct prior to the commencement of the season and/or practices.

6. YJAAFC shall provide the CITY a detailed and defined description of all PROGRAMS, a minimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. A list of PARTICIPANTS (list to include city residency) is due no less than seven (7) days prior to scheduled start of the PROGRAM. YJAAFC's request of additional dates and/or times for PROGRAM additions and/or changes shall be requested no later than thirty (30) days in advance. This includes post -season PROGRAM events. Use of any of the FACILITIES shall be subject to the priorities set forth in this AGREEMENT as follows:
a. Use of the CITY FACILITIES shall be subject to the following order ofpriority:
• First Priority: CITY programs and activities
• Second Priority: YJAAFC, in accordance with CITY's scheduling methodology
• Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology b. The YJAAFC PROGRAM shall remain at all times subject to the review and approval, by mutual agreement, by all PARTIES involved.

7. The CITY will authorize YJAAFC to utilize the outdoor entryway area of the Yucaipa Community Center, during business hours, for the purpose of accepting PROGRAM registrations. YJAAFC will also be authorized to post its PROGRAM flyers, coach's application forms, player registration forms, and sponsorship forms in an YJAAFC provided counter -organizer to be placed on the main counter at the Community Center.

8. YJAAFC shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YJAAFC shall make reasonable efforts to provide a PROGRAM participation rate of at least 51% of Yucaipa residents and shall encourage residents to be involved in all aspects of the PROGRAM through local media and the CITY's Community Services Department resources. n

9. Postponement or cancellation of use shall be reported immediately by YJAAFC to the CITY's representative. YJAAFC has been granted access to shut downturn off field lights when fields are not in use.

10. YJAAFC shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent, and any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. YJAAFC shall remove any and all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. YJAAFC shall check for any possible unsafe conditions at the FACILITIES on a daily basis, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-5981. YJAAFC shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YJAAFC has determined there is an unsafe condition.

12. YJAAFC shall be responsible for any and all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. YJAAFC shall be responsible for the following enhancements to any CITY and/or YCJUSD FACILITIES. ALL ENHANCEMENTS MUST BE APPROVED BY CITY BEFORE WORK BEGINS. YJAAFC may be responsible for any plan checks or fees that are required before work has been performed:
a. Minor irrigation repair and/or modification to infield irrigation heads; and b. Infield clay; and
c. Base, home plate, and pitcher rubber installation; and d. Installation and maintenance of bull pens; and
e. Fence repair due to soft -toss damage; and
f. Routine daily maintenance and field preparation; and g. Scoreboards; and
h. Installation and removal of temporary fencing.

14. YJAAFC will be responsible for any and all fixtures in the snack bar, including but not limited to all shelving and appliances (refrigerators/freezers, ice machines, hot dog cookers, soda fountains, ice cream machines, prep work tables, storage racks, etc.).

15. YJAAFC shall make no alterations, additions, or improvements to FACILITIES without the CITY/YCJUSD prior written consent. The CITY shall not unreasonably withhold such consent for non-structural work only. All alterations, improvements, or additions which are made to the FACILITIES by YJAAFC shall become the property of the CITY/YCJUSD and shall remain upon and be surrendered with the premises at the EXPIRATION DATE. Upon

expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear, and unencumbered, and YJAAFC shall defend and indemnify the CITY/YCJUSD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YJAAFC.

Notwithstanding the above, this paragraph shall not apply to YJAAFC's trade fixtures, furniture, equipment, or other machinery, which are not affixed to the FACILITIES in a manner so that they cannot be removed without material or structural damage to the FACILITIES, which shall remain the property of YJAAFC and may be removed by YJAAFC on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

In the performance of this AGREEMENT, YJAAFC is and shall at all tines remain as to the CITY a wholly independent contractor. As an independent contractor, YJAAFC and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YJAAFC and its PARTICIPANTS shall not have any rights or benefits of an employee under (i) any personnel, employment, or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any Memorandum of Understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach, or board member.

2. At no time during this AGREEMENT shall YJAAFC, or any of its PARTICIPANTS represent orally or in writing that YJAAFC is a CITY program or activity, or that any of its PARTICIPANTS are employees of the CITY. YJAAFC's PARTICIPANTS shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VIII. Use of CITY Logo or Name.

YJAAFC shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section IX. No Assignment.

1. YJAAFC shall not assignor transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. YJAAFC shall not lease, sublease, assign, license, or transfer any portion or all of the FACILITIES, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section X. CITY Services.

During the term of this AGREEMENT, the CITY will provide the following services:

1. The CITY is solely responsible for the infrastructure aspects (structural, main plumbing, main electrical, main sewer) of the snack bar and restrooms at CITY FACILITIES. The CITY will be responsible for any infrastructure repairs and installations required by federal, state, or county public health standards (including, but not limited to, 3-compartment sink, hand wash 0 stations, snack -bar screens, flooring, wall covering, ceiling materials, etc.). a. If any repairs are needed to the above -mentioned infrastructure aspects, YJAAFC shall notify the CITY representative immediately, so that any repairs may be assessed by the CITY and completed in a timely manner.
b. If YJAAFC coordinates with any outside vendors for snack bar purposes, such as food trucks, then YJAAFC will comply with all federal, state, and county guidelines for rules and regulations for any and all outside vendors acquired. All outside vendors will be required to obtain a City of Yucaipa Business License and show proof of License before operating.

2. The CITY shall check the FACILITIES' restrooms each day and conduct any cleaning/maintenance/restocking that may be required.
a. CITY will provide YJAAFC with additional toiletry and trash supplies to be used for minor janitorial, clearing toilet back-ups, and general cleaning/restocking.

3. The CITY shall check all outside trash cans each day and empty trash cans adjacent to the FACILITIES when needed. It is YJAAFC's responsibility to empty the trash cans adjacent to the FACILITIES when the CITY is not able to do so.
a. YJAAFC shall dispose of all field enhancement/maintenance debris into the trash bins provided to the FACILITIES. Field enhancement/maintenance debris shall not be placed in trash cans adjacent to the FACILITIES.

4. The CITY shall be responsible for all repair and/or modifications, except to the extent any repairs and/or modifications are caused by, arising out of, or resulting from YJAAFC's acts or omissions in connection with YJAAFC's use of the FACILITIES for its PROGRAM.

5. The CITY shall be responsible for all turf irrigation repair and/or modification.

6. The CITY shall be responsible for any fence repair that is needed due to normal wear and tear; with the exception of any temporary fencing placed by YJAAFC. a. YJAAFC shall be responsible for any and all removal of temporary fencing at the conclusion of the season.

7. The CITY shall be responsible for any repair/replacement of locks/lock sets on the snack bar, restroom, storage, or other CITY owned buildings.

Section XI. Insurance Requirements.

YJAAFC shall procure and maintain, during the term of this AGREEMENT, at its own cost and expense, insurance against any and all claims for injuries to persons or damages to property, which may arise from or in connection with YJAAFC's use and/or occupancy of the FACILITIES, or any

City of Yucaipa
condition thereof, as set forth in this Section XI. The CITY retains sole discretion in determining the types and proper levels of insurance coverages.

1. YJAAFC's coverage shall be at least as broad as follows:
a. Comprehensive General/Commercial Liability Insurance: $1,000,000 per occurrence for bodily injury, personal injury and property damage including endorsements for comprehensive, contractual liability, independent contractors, personal injury, premises operations, products/completed operations, and broad form property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, or $2,000,000. Coverage shall be at least as broad as ISO CGL occurrence form GC 0001. b. Automobile Liability Insurance: $1,000,000 per accident for bodily injury and property damage. This shall include owned, hired, and non -owned automobiles.

2. All deductibles or self -insured retention must be declared to and approved by the CITY. The CITY shall determine the acceptable level of deductible or self -insured retention. If the deductible exceeds the amount of $5,000, at the discretion of the CITY, either the insurer shall reduce or eliminate such deductibles or self -insured retention that pertain to the CITY, its elected and appointed officials, officers, employees, agents, and designated volunteers; or YJAAFC shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. All insurance coverages of YJAAFC shall be primary insurance as to the CITY and its elected and appointed officials, officers, employees, agents, or designated volunteers. The CITY shall not be required to contribute to any loss through its insurance policies and/or self -insured programs. The insurance coverage must be provided by a company that has an A.M. Best Rating of A: VII or better.

5. The limits of insurance coverages specified above in noway limit YJAAFC's liability for full payment and resolution of any claim resulting from YJAAFC's use of the FACILITIES or its performance under this AGREEMENT.

6. The additional insured endorsement(s) and certificate(s) of insurance, in a form approved by the CITY, shall be provided by YJAAFC prior to or concurrently with its execution of this AGREEMENT. All endorsements and certificates shall be received and approved by the CITY before this AGREEMENT takes effect.

7. The Worker's Compensation policy shall contain the insurer's waiver of subrogation in favor of the CITY and its elected and appointed officials, officers, agents, and employees (if applicable).

9. YJAAFC's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. The certificate(s) shall provide at least thirty (30) days prior written notice to the CITY of any material change or cancellation. In the event of amendment or cancellation of any insurance policy for any reason whatsoever, YJAAFC shall give notice thereof to the CITY within three (3) business days after it is in receipt of written notice or amendment or cancellation. YJAAFC shall also give the CITY thirty (30) days written notice of the expiration of the insurance policy. Notice shall be given in accordance with Section XIII.

Section XII. Indemnification.

To the fullest extent permitted by law, YJAAFC shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents, and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees, and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of YJAAFC and/or its PARTICIPANTS, pursuant to this AGREEMENT, YJAAFC's use or occupancy of the FACILITIES, or any of them, or YJAAFC's operation of its PROGRAM, whether such claims be made during, or after the tern of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents, or designated volunteers. The liability of YJAAFC hereunder shall not be limited to the insurance provisions of this AGREEMENT.

The indemnification, defense and hold harmless provisions of this AGREEMENT shall survive the expiration or termination of this AGREEMENT.

Section XIII. Notice.

Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the PARTY for whom intended as follows:
0 TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489
[email protected]
TO YJAAFC: YJAAFC
Albert Arcero, President
P.O. Box 1353
Yucaipa, CA 92399
(652)549-7126
[email protected]
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered onthe third business day after the mailing thereof, as above provided.

Section XIV. Termination of Agreement.

1. Termination by the CITY. Should the CITY, at anytime, become dissatisfied with YJAAFC's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to YJAAFC pursuant to Section XIII.

2. Termination by YJAAFC. Should YJAAFC, at anytime, become dissatisfied with the CITY's performance under this AGREEMENT, it may terminate the AGREEMENT immediately upon giving written notice to the CITY pursuant to Section XIII.

Section XV. Surrender of Facilities.

Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XIV, YJAAFC shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YJAAFC shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YJAAFC shall remove any and all non -fixed equipment and other personal property of YJAAFC from the FACILITIES.

Section XVI. Non -Discrimination.

In carrying out this AGREEMENT, YJAAFC and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
10 City of Yucaipa
Section XVII. No Joint Venture or Agency Relationship.

Nothing herein contained shall be construed to place the PARTIES to this AGREEMENT in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. YJAAFC shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YJAAFC represent itself to be an agent of the CITY or any of its departments, officials, officers, or employees. Nothing in this AGREEMENT may be construed to have authorized or vested in YJAAFC the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVIII. General Provisions.

Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

3. Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be biding upon the CITY and its successors and assigns, and upon YJAAFC, its partners, successors, executors, administrators, and assigns.

4. Attorneys Fees. In the event of any action between CITY and YJAAFC seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

9. Headings and Titles. The headings, subheadings and numbering of the different paragraphs of this AGREEMENT are inserted for convenience and for reference only and shall not be considered for any purpose in construing this AGREEMENT. 11 10. Entire Agreement and Integration. This AGREEMENT contains the entire AGREEMENT and understanding among the PARTIES hereto, and constitutes a single integrated written contract expressing the entire AGREEMENT of the PARTIES hereto relative to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by any PARTY hereto, except as specifically set forth in this AGREEMENT. This AGREEMENT supersedes all prior agreements and understandings relating to its subject matter. Each of the PARTIES represents that it is not relying, and has not relied, on any representation or statement made by any other PARTY with respect to the facts involved in this AGREEMENT or with regard to its rights or asserted rights with respect thereto.

12. E-Mail Signatures and Counterparts. The PARTIES agree that this AGREEMENT will be considered signed by a PARTY when the signature of that PARTY is delivered by facsimile transmission and/or email. Such signature shall be treated in all respects as having the same effect as an original. This AGREEMENT may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 12 City of Yucaipa
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

City of Yucaipa, a municipal corporation
By its Authorized Representative(s):

Raymond A. Casey
City Manager
ATTEST:

Jennifer Crawford
Assistant City Manager
Date
Date
Yucaipa Junior All American Football and
Cheer, Inc., a public benefit corporation for
charitable purposes
By its Authorized Representative(s):
/2-1F-2
Date
Date
13 CtT Y. of

CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND

YUCAIPA SWIM TEAM
This Facility Use Agreement (AGREEMENT) by and between Yucaipa Swim Team (YST), a public benefit corporation for charitable purposes, and the City of Yucaipa (CITY), a municipal corporation, is entered into as of , with reference to the following facts:

RECITALS
A. YST runs a swim team program for the CITY and surrounding communities.

B. The CITY is owner of the 7th Street Pool (POOL), located at 12385 7th Street, Yucaipa, CA 92399. The San Bernardino Valley Community College District (DISTRICT) is owner of the Crafton Hills Aquatic Center (CHAC), located at 11711 Sand Canyon Road, Yucaipa, CA 92399.

C. The CITY and DISTRICT are parties to a Joint Use Agreement for CHAC.

D. YST desires to use CHAC for swim team practice for youth and adults of all ages hereinafter referred to as the (PROGRAM).

E. During the term of this AGREEMENT, YST will be allowed to use the CHAC for its PROGRAM, subject to YST's compliance with the terms of this AGREEMENT, and all other applicable CITY and DISTRICT ordinances, rules, regulations, policies, San Bernardino County guidelines, and federal and state laws.

F. YST's use of the CHAC for its PROGRAM is contingent upon DISTRICT's approval of such use and YST's compliance with terms of this AGREEMENT and all other applicable rules, regulations, policies, federal and state laws.

G. The CITY, DISTRICT and YST may be hereinafter referred to individually as a (PARTY) and collectively as the (PARTIES).

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the PARTIES hereby mutually agreed as follows:

Section I. Term, Effective Date and Expiration Date
Updated: 1/10/22
City of Yucaipa Facility Use Agreement
2022_Yucaipa _Swim Team- Facility Use Agreement

of Y
This AGREEMENT shall commence on January 10, 2022 the (EFFECTIVE DATE), and expire on December 31, 2022 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section IL DISTRICT Approval for Use of CHAC
YST's use of the CHAC shall be subject to the following requirements:

1. Following the EFFECTIVE DATE, the CITY will submit a Pool Use Request to the DISTRICT on behalf of YST, for YST's use of CHAC for its PROGRAM during the term of this AGREEMENT.

2. This AGREEMENT does not constitute approval by the CITY of YST's use of CHAC.

The DISTRICT shall be responsible for and have final approval authority over any facility use request submitted to the DISTRICT for use of CHAC by the CITY on YST's behalf.

3. YST shall be solely responsible for complying with any and all requirements imposed by the DISTRICT, including but expressly not limited to, submitting all information and documentation required by the DISTRICT and complying with any other DISTRICT requirements. All such requirements shall be in addition to the requirements of this AGREEMENT. CITY, DISTRICT and YST shall follow all state/county public health directives regarding use of CHAC. DISTRICT may reduce the capacity as needed to follow these directives.

4. CITY and DISTRICT will coordinate any and all use of up to nine (9) CHAC lanes as requested by YST. The number of lanes assigned will be based on using an hourly average of at least four (4) swimmers in attendance per lane.

5. YST shall check for any possible unsafe conditions at CHAC FACILITY on a daily basis, anytime the facility is being utilized by YST. Any unsafe conditions should be reported to to the CHAC and CITY Representative.

6. YST shall be responsible for the conduct of all YST board members, officers, employees, agents, volunteers, and all players, coaches, referees, visiting teams and spectators, participating in or attending any game or practice of its resident swim program at the CHAC FACILITY, other than any CITY official or employee.

7. YST shall provide to CITY a detailed and defined description of scheduled activities a minimum of ninty (90) days in advance of scheduled start of activities and a list of swim meet participants two (2) weeks prior to scheduled start. Use of the CHAC FACILITY shall be subject to the priorities set forth in the Joint Use Agreement. a. Any and all additional recreational programs conducted by the YST, shall remain at all times subject to the review and approval by all parties involved, by mutual agreement.
2 of Y

8. YST shall be responsible for any and all damages incurred to the CHAC FACILITY and at any time a swim meet and/or practice is occurring at such facility.

9. Postponement or cancellation of use shall be reported by the YST to the CITY's Community Services Department Supervisor.

10. The locker room request must be approved and authorized by CITY and DISTRICT prior to use. The CITY and DISTRICT upon approval, will schedule the use the CHAC locker room for morning Masters Team swim practice only. YST is prohibited from use of CHAC locker room during the afternoon/evening hours of use.

11. The CHAC calendar will be developed by the DISTRICT in conjunction with the City, YST, and other CHAC users. Calendars will be reviewed on a bi-annual basis for changes, corrections and/or cancellations.

Section III. CITY Approval for Use of POOL
YST's use of POOL shall be subject to the following requirements:

1. A 7th Street Pool Reservation Application must be completed.

2. YST shall pay the City Council approved User Fees for the use of 7th Street Pool.

Section IV. CHAC Fees and Charges

1. During the term of this AGREEMENT, YST shall be responsible for the collection and annual payment in the amount of $10,000 for use of half (a maximum of 9 lanes) of CHAC. The fees will be deposited into a CITY account and designated for costs associated with use of CHAC. All payments shall be made in check made payable to the CITY. YST shall be responsible for the collection of payment of any additional lane requests (past the maximum usage of 9 lanes) at a rate of $2.00 per lane, per hour. The lane request must be approved and authorized by CITY and DISTRICT prior to use.

2. The request to use the Colorado Timing System will require a deposit in the amount of $1,500 and will be collected prior to the time of use. In the event the system is damaged, the deposit will be expended to offset costs associated with the repair of the system. Any additional costs thereafter will be the responsibility of YST. The District has seven calendar days after usage to identify any damage or additional fees assessed to the deposit.

3. All fees and charges imposed under this Agreement shall be subject to any annual or other periodic increase or change in such fees adopted by the DISTRICT and City Council of the CITY.

Section V. YST's Obligations during Swim Programming.

During the term of this Agreement:
3 of Y

1. YST shall comply with the terms of this Agreement and all other applicable rules, regulations and policies of the CITY and DISTRICT, and federal and state law, when using the CHAC AND CITY FACILITY.

2. A certified lifeguard employee from YST, DISTRICT or CITY must be present to supervise activities while resident swim team activities are occurring. If CITY staff supervises the facility, then the rate of a CITY Lifeguard shall apply.

3. Healthy and Safety Code Section 116028 must be followed. As used in this section, "certified lifeguard" shall be a lifeguard that possesses the minimum qualifications specified in Section 116028.

4. Gates into the CHAC and the CITY must be kept locked unless a lifeguard is present or otherwise stated by CHAC employee. YST personnel will be required to keep the gates closed during the time activities are being conducted in the pool, thereby assuring only authorized persons in the pool area. Additionally, the gates shall be kept locked between activities.

S. It will be the responsibility of YST personnel, conducting activities in the CHAC to properly remove the solar blanket (pool cover) and replace it at the end of the daily use.

Removal, for purposes of this provision, shall mean complete removal from the pool.

YST shall not be permitted in CHAC when any portion of the cover is on the pool.

6. CITY and/or DISTRICT shall notify YST 30 days in advance of maintenance and/or repairs that will affect use of any and all facilities.

7. YST shall select and assign swim meet officials and coaches to supervise all YST meets at all times. All officials shall be certified and abide by the rules and regulations set forth by USA Swimming.

8. YST shall be solely responsible ensuring that all officials, coaches and board members have successfully passed a criminal history background investigation as a condition of serving as an official or coach in the resident swim program. No person shall be allowed or permitted by YST to serve as an official or coach if he/she fails to pass the criminal history background investigation.

9. YST shall be allowed to place or install any signs, banners or displays of any kind at CHAC and the CITY with the CITY's consent, and any such signs, banners or displays must be in compliance with all ordinances, rules and regulations of the CITY and/or DISTRICT. YST shall remove any and all such signs, banners or other displays promptly at the conclusion of the game unless authorized by the CITY and/or DISTRICT to leave them up for an extended period of time.

10. YST shall make no alterations, additions, or improvements to CHAC FACILITY and/ or the CITY FACILITY without CITY's prior written consent. CITY shall not unreasonably withhold such consent for non-structural work only.

of Y
Section VI. Use of Athletic and Specialized Equipment
Use of the other parry's athletic equipment is recognized as constituting fair wear and tear on such equipment. All equipment has a recognized life. This equipment will be identified and a proportional amount charged for the replacement of such equipment, based on the CITY User Fee Schedule and DISTRICT Fees set forth in Attachment B.

These User Fees may be reviewed and updated annually by DISTRICT and/or CITY.

Section VII. Party Representatives
The CITY's representative for this AGREEMENT is Megan Wolfe, Community Services Director, or her written designee. YST's representative for this AGREEMENT is Shelby Hernandez, or her written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XIII of this Section VIII. Non -Profit Status
Prior to the EFFECTIVE DATE, YST shall provide CITY with the following documentation that confirms YST's compliance with 501(c)(3) non-profit status:
• A copy of State of California not -for -profit incorporation papers or tax exempt IRS letter showing proof of current 501(c)(3)non-profit status; and • A roster of officers, including names, titles, addresses, e-mail addresses, and phone numbers.

At all times during the term of this AGREEMENT, YST shall maintain its 501(c)(3) non-profit status. (Exhibit B)
Section IX. Independent Contractor Status

1. In the performance of this AGREEMENT, YST is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, YST and its board members, officers, employees, agents, and volunteers, are not employees of the CITY, and are not members of the personnel system of the CITY. As such, YST and its board members, officers, employees, agents, and volunteers shall not have any rights or benefits of an employee under (i) any personnel, employment or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any memorandum of understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach or board member.

of Y

2. At no time during this AGREEMENT shall YST or any of its board members, officers, employees, agents, or volunteers represent orally or in writing that YST is a CITY program or activity, or that any of its board members, officers, employees, agents, or volunteers are employees of the CITY. YST's board members, officers, employees, agents and volunteers shall not, at any time, wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section X. Use of CITY Logo or Name
YST shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section XI. No Assignment

1. YST shall not assign or transfer this AGREEMENT, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. YST shall not lease, sublease, assign, license, or transfer any portion of the FACILITIES without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section XII. Insurance Requirements
YST shall procure and maintain for the duration of the rental period insurance against claims for injuries to persons or damages to property which may arise from or in connection with the rental of the facilities and the activities of YST, its guests, agents, representatives, employees, or subcontractors.

1. Minimum scope and limit of insurance
Coverage shall be at least as broad as Insurance Services Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

If YST maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by YST. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

2. Additional Insured Status
YST, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the rental of the facility, work or operations performed by or on behalf of YST 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 YST's insurance (at least as broad as ISO C�

of Y
Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

3. Primary Coverage
For any claims related to this contract, YST's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the YST, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the YST, its officers, officials, employees, or volunteers shall be excess of the YST's insurance and shall not contribute with it.

4. Notice of Cancellation
YST shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, YST shall forthwith obtain and submit proof of substitute insurance.

5. Waiver of Subrogation
YST hereby grants to City a waiver of any right to subrogation which any insurer of YST may acquire against the City by virtue of the payment of any loss under such insurance. YST agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

6. Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

7. Verification of Coverage
YST shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City. All certificates and endorsements are to be received and approved by the City at least five days before YST commences activities.

8. Special Risks or Circumstances
City reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances. 7 of Y
Section XIII. Indemnification
To the fullest extent permitted by law, YST shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents and designated volunteers, and each of them from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this AGREEMENT, by reason of the negligent or wrongful actions or omissions of YST and/or its board members, officers, employees, agents and/or volunteers, pursuant to this AGREEMENT, YST's use or occupancy of the FACILITIES, or any of them, or YST's operation of its PROGRAM, whether such claims be made prior to, during, or after the term of this AGREEMENT, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents or designated volunteers. The liability of YST hereunder shall not be limited to the insurance provisions of this AGREEMENT. The indemnification, defense and hold harmless provisions of this AGREEMENT shall survive the expiration or termination of this AGREEMENT.

Section XIV. Notice
Any notice to be given or other document to be delivered by either PARTY to the other hereunder may be delivered in person to either PARTY, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the PARTY for whom intended as follows:

TO CITY: City of Yucaipa
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
TO YST: Yucaipa Swim Team
Shelby Hernandez
P.O. Box 505
Yucaipa, CA 92399
(909) 373-6878
[email protected]
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered on the third business day after the mailing thereof, as above provided.

of Y
Section XV. Termination of AGREEMENT

1. Termination by the CITY. Should the CITY, at any time, become dissatisfied with YST's performance under this AGREEMENT, the CITY shall provide written notice pursuant to Section XV to YST indentifying the CITY's concerns with YST's performance and providing YST a period of no less than fifteen (15) days (the "Cure Period") in which to resolve the CITY's concerns to the CITY's satisfaction. If the CITY's concerns are not addressed by YST to the CITY's satisfaction within the Cure Period, the CITY may terminate the AGREEMENT immediately upon giving written notice to YST pursuant to Section XV.

Termination by YST. Should YST, at any time, become dissatisfied with CITY performance under this AGREEMENT, YST shall provide written notice pursuant to Section XV to the CITY indentifying YST's concerns with the CITY's performance and providing the CITY a period of no less than fifteen (15) days (the "Cure Period") in which to resolve the YST's concerns to YST's satisfaction. If YST's concerns are not addressed by the CITY to YST's satisfaction within the Cure Period, the CITY it may terminate the AGREEMENT immediately upon giving written notice to CITY pursuant to Section XV.

Section XVI. Surrender of Facilities
Upon the EXPIRATION DATE, or any sooner termination pursuant to notice given in accordance with Section XVI, YST shall surrender and vacate the FACILITIES, and shall cause all of its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YST shall leave the FACILITIES in good condition, and ordinary wear and tear expected. Concurrently therewith, YST shall remove any and all non -fixed equipment and other personal property of YST from the FACILITIES.

Section XVII. Non -Discrimination
In carrying out this AGREEMENT, YST and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or physical or mental condition or disability. The PARTIES, and each of them, understand and agree that they are each bound by and will comply with the non-discrimination mandates of all statutes and local ordinances and regulations.

Section XVIII. No Joint Venture or Agency Relationship
Nothing herein contained shall be construed to place the PARTIES to this AGREEMENT in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. YST shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YST represent itself to be an agent of the CITY or any of its departments, officials, officers or employees. Nothing in this AGREEMENT may be construed to have authorized or vested in YST the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally. 9 of Y
Section XIX. General Provisions

1. Amendment or Modifications. This AGREEMENT may only be amended or modified by an agreement in writing executed by all of the PARTIES to this AGREEMENT.

2. Wavier. No waiver by any PARTY of any breach of any term or provision of this AGREEMENT shall be construed to be, nor be, a waiver of any preceding, concurrent or succeeding breach of the same, or any other term or provision hereof.

3. Building Agreement. It is mutually understood and agreed that this AGREEMENT shall be binding upon the CITY and its successors and assigns, and upon YST, its partners, successors, executors, administrators and assigns.

4. Attorney's Fees. In the event of any action between CITY and YST seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

S. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.

10. Entire Agreement and Integration. This AGREEMENT contains the entire AGREEMENT and understanding among the PARTIES hereto, and constitutes a single integrated written contract expressing the entire AGREEMENT of the PARTIES hereto relative to the subject matter hereof. No covenants, AGREEMENT, representations, or warranties of any kind whatsoever have been made by any PARTY hereto, except as specifically set forth in this AGREEMENT. Notwithstanding the Agreement dated July 11, 2011, this AGREEMENT supersedes all prior AGREEMENTS and understandings 10 of Y
relating to its subject matter. Each of the PARTIES represents that it is not relying, and has not relied, on any representation or statement made by any other PARTY with respect to the facts involved in this AGREEMENT or with regard to its rights or asserted rights with respect thereto.

12. E-mail Signatures and Counterparts. The PARTIES agree that this AGREEMENT will be considered signed by a PARTY when the signature of that PARTY is delivered by facsimile transmission. Such signature shall be treated in all respects as having the same effect as an original signature or in a .pdf format delivered by electronic transmission (email). This AGREEMENT may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

City of Yucaipa, a California municipal
corporation
By its Authorized Representative(s):

Yucaipa Swim Team
a California public benefit corporation
By its Authorized Representative(s):

Raymond A. Casey Date Shelby Hernandez
City Manager Coach
ATTEST:

Jennifer Crawford Date Team Administrator
Assistant City Manager/City Clerk
Exhibits:

A) Insurance Certificate
B) State of California Nonprofit 501 (C)(3)
11 Date
Date

CtT Y. of

CITY OF YUCAIPA
34272 Yucaipa Boulevard
Yucaipa, CA 92399
909/797-2489
FAX 909/790-9203

FACILITY USE AGREEMENT

BETWEEN THE CITY OF YUCAIPA
AND
SAND CANYON WATER POLO CLUB INC.

This Facility Use Agreement ("AGREEMENT") by and between Sand Canyon Water Polo Club Inc. a California public benefit corporation, ("SCWPC"), and the City of Yucaipa, a California municipal corporation ("CITY"), is entered into as of , with reference to the following facts:

RECITALS
A. SCWPC runs a resident water polo club program for the CITY and surrounding communities.

C. The CITY and DISTRICT are parties to a Joint Use Agreement for CHAC.

D. SCWPC desires to use CHAC FACILITY for recreational aquatic programs and activities for residents of all ages (hereinafter "Water Polo").

E. During the term of this AGREEMENT, SCWPC will be allowed to use the CHAC FACILITY for its PROGRAM, subject to SCWPC's compliance with the terms of this AGREEMENT, and all other applicable CITY and DISTRICT ordinances, rules, regulations, policies, federal and state laws.

F. SCWPC use of any CHAC FACILITY and CITY FACILITY for its water polo program is contingent upon approval of the CITY AND COLLEGE, such use and SCWPC compliance with terms of this AGREEMENT and all other applicable rules, regulations and policies, San Bernardino County guidelines, and federal and state laws.

G. The CITY, DISTRICT and SCWPC may be hereinafter referred to individually as a "Party" and collectively as the "Parties".

NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the CITY and SCWPC hereby mutually agreed as follows:

Updated: 1/10/22
City of Yucaipa Facility Use Agreement
2022 Water Polo Agreementv2

of Y
Section I. Term, Effective Date and Expiration Date.

This Agreement shall commence on January 10, 2022 (the "Effective Date"), and expire on December 31, 2022 ("Expiration Date"), unless sooner terminated in accordance with the terms of this Agreement.

Section II. DISTRICT Approval for Use of CHAC
SCWPC's use of the CHAC FACILITY shall be subject to the following requirements:

1. Following the Effective Date, the CITY will submit a facility use calendar to COLLEGE on behalf of SCWPC, for the purpose of assisting SCWPC in obtaining approval for SCWPC use of CHAC for its resident water polo program for the term of this Agreement.

2. This Agreement does not constitute approval by the CITY of SCWPC's use of CHAC.

The DISTRICT shall be responsible for and have final approval authority over any facility use request submitted for the use of CHAC by the CITY on SCWPC's behalf.

3. SCWPC shall be solely responsible for complying with any and all requirements imposed by the DISTRICT, including but expressly not limited to, submitting all information and documentation required by COLLEGE and complying with any other COLLEGE requirements. All such requirements shall be in addition to the requirements of this Agreement.

4. CITY and DISTRICT will coordinate any and all use of 1-9 lanes per the predesignated facility.

5. SCWPC shall check for any possible unsafe conditions at CHAC FACILITY on a daily basis, anytime the facility is being utilized by SCWPC. Any unsafe conditions should be reported to to the CHAC and CITY Representative.

6. SCWPC shall be responsible for the conduct of all SCWPC board members, officers, employees, agents, volunteers, and all players, coaches, referees, visiting teams and spectators, participating in or attending any game or practice of its resident water polo program at the CHAC FACILITY, other than any CITY official or employee.

7. SCWPC shall provide to CITY a detailed and defined description of scheduled activities a minimum of ninty (90) days in advance of scheduled start of activities and a list of game and tournament participants two (2) weeks prior to scheduled start. Use of the CHAC FACILITY shall be subject to the priorities set forth in the Joint Use Agreement. a. Any and all additional recreational programs conducted by the SCWPC, shall remain at all times subject to the review and approval by all parties involved, by mutual agreement.

8. SCWPC shall be responsible for any and all damages incurred to the CHAC FACILITY and at any time a game, tournament and/or practice is occurring at such facility. 2 of Y

9. Postponement or cancellation of use shall be reported by the SCWPC to the CITY's Community Services Department Supervisor.

10. The locker room request must be approved and authorized by CITY and DISTRICT prior to use. The CITY and DISTRICT upon approval, will schedule the use the CHAC locker room for morning Masters Team swim practice only. SCWPC is prohibited from use of CHAC locker room during the afternoon/evening hours of use.

11. The CHAC calendar will be developed by the DISTRICT in conjunction with the City, SCWPC, and other CHAC users. Calendars will be reviewed on a bi-annual basis for changes, corrections and/or cancellations.

Section III. CITY Approval for Use of POOL
SCWPC's use of the CITY FACILITY shall be subject to the following requirements:

1. A 7th Street Pool Reservation Application must be completed.

2. YST shall pay the City Council approved User Fees for the use of 7th Street Pool.

Section IV. CHAC Fees and Charges.

CHAC Facility Fee. SCWPC shall be responsible for the collection and payment of the Resident Facility Fee of $16.00 per hour for use of half (a maximum of 9 lanes) of the CHAC FACILITY. SCWPC will be invoiced monthly for pool use and payment must be submitted to the CITY by the 15th of each month. SCWPC shall collect and submit payment to the CITY reflective of use based on SCWPC submitted schedule for the 2020-2021 season. The fees will be deposited into a City account and designated for costs associated with use of the CHAC FACILITY.

2. The request to use the Colorado Timing System will require a deposit in the amount of $1,500 and will be collected prior to the time of use. In the event the system is damaged, the deposit will be expended to offset costs associated with the repair of the system. Any additional costs thereafter will be the responsibility of SCWPC. The District has seven calendar days after usage to identify any damage or additional fees assessed to the deposit.

3. All fees and charges imposed under this Agreement shall be subject to any annual or other periodic increase or change in such fees adopted by the COLLEGE and City Council of the CITY.

Section V. SCWPC's Obligations during Water Polo Programming.

During the term of this Agreement:
3 of Y

1. SCWPC shall comply with the terms of this Agreement and all other applicable rules, regulations and policies of the CITY and COLLEGE, and federal and state law, when using the CHAC FACILITY AND THE CITY FACILITY.

2. A certified lifeguard employee from SCWPC, COLLEGE or CITY must be present to supervise activities while resident water polo activities are occurring. If CITY staff supervises the facility, then the rate of a CITY Lifeguard shall apply.

3. Healthy and Safety Code Section 116028 must be followed at a ratio of one certified lifeguard to every (50) swimmers/water polo players. As used in this section, "certified lifeguard" shall be a lifeguard that possesses the minimum qualifications specified in Section 116028.

4. Gates into the CHAC FACILITY and the CITY FACILITY to the door leading into the dressing areas must be kept locked unless a lifeguard is present. SCWPC personnel will be required to keep the gates closed during the time activities are being conducted in the pool, thereby assuring only authorized persons in the pool area. Additionally, the gates shall be kept locked between activities.

5. It will be the responsibility of SCWPC personnel, conducting activities in the CHAC to properly remove the solar blanket (pool cover) and replace it at the end of the daily use.

Removal, for purposes of this provision, shall mean complete removal from the pool.

SCWPC shall not be permitted in the CHAC or the CITY pool when any portion of the cover is on the pool.

6. CITY and/or COLLEGE shall notify SCWPC 30 days in advance of maintenance and/or repairs that will affect use of any and all facilities.

7. SCWPC shall select and assign game and tournament officials and coaches to supervise all SCWPC games and tournaments at all times. All officials shall be certified and abide by the rules and regulations set forth by USA Water Polo.

8. SCWPC shall be solely responsible ensuring that all officials, coaches and board members have successfully passed a criminal history background investigation as a condition of serving as an official or coach in the resident water polo program. No person shall be allowed or permitted by SCWPC to serve as an official or coach if he/she fails to pass the criminal history background investigation.

9. SCWPC shall be allowed to place or install any signs, banners or displays of any kind at or on the CHAC and the CITY with the CITY's consent, and any such signs, banners or displays must be in compliance with all ordinances, rules and regulations of the CITY and/or COLLEGE. SCWPC shall remove any and all such signs, banners or other displays promptly at the conclusion of the game unless authorized by the CITY and/or COLLEGE to leave them up for an extended period of time.

of Y

10. SCWPC shall make no alterations, additions, or improvements to CHAC FACILITY and/ or the CITY FACILITY without CITY's prior written consent. CITY shall not unreasonably withhold such consent for non-structural work only.

Section VI. Use of Athletic and Specialized Equipment
Use of the other party's athletic equipment is recognized as constituting fair wear and tear on such equipment. All equipment has a recognized life. This equipment will be identified and a proportional amount charged for the replacement of such equipment, based on the CITY User Fee Schedule and COLLEGE Fees set forth in Attachment B.

These User Fees may be reviewed and updated annually by COLLEGE and/or CITY.

Section VII. Party Representatives.

The CITY's representative for this Agreement is Megan Wolfe, Community Services Director, or her written designee. SCWPC's representative for this Agreement is Matt Carpenter, or his written designee. Either party may change its respective representative, by written notice to the other parry served in accordance with Section XIII of this AGREEMENT.

Section VIII. Non -Profit Status.

Prior to the EFFECTIVE DATE, SCWPC shall provide CITY with the following documentation that confirms SCWPC's compliance with 501(c)(3), Non -Profit Status:
• a copy of State of California not -for -profit incorporation papers or tax exempt IRS letter showing proof of current 501(c)(3) status; and
• A roster of officers, including names, titles, addresses and phone numbers.

At all times during the term of this AGREEMENT, SCWPC's shall maintain its 501(c)(3) non- profit status in good standing. (Exhibit B)
Section IX. Independent Contractor Status.

In the performance of this Agreement, SCWPC is and shall at all times remain as to the CITY a wholly independent contractor. As an independent contractor, SCWPC and its board members, officers, employees, agents and volunteers, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, SCWPC and its board members, officers, employees, agents and volunteers shall not have any rights or benefits of an employee under (i) any personnel, employment or other ordinances, codes, regulations, resolutions, policies or rules of the CITY relating to employees, or (ii) any memorandum of understanding between the CITY and any of the CITY's bargaining units.

This section does not preclude any CITY employee from volunteering on their personal time to serve in the capacity of a volunteer referee, coach or board member.

of Y

2. At no time during this Agreement shall SCWPC, or any of its board members, officers, employees, agents or volunteers represent orally or in writing that SCWPC is a CITY program or activity, or that any of its board members, officers, employees, agents or volunteers are employees of the CITY. SCWPC's board members, officers, employees, agents and volunteers shall not at any time wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section X. Use of CITY Logo or Name.

SCWPC shall not use the CITY's logo/seal without the prior written consent of the CITY.

Section XI. No Assignment.

1. SCWPC shall not assign or transfer this Agreement, in whole or in part, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

2. SCWPC shall not lease, sublease, assign, license, or transfer any portion of the CHAC FACILITY or the CITY FACILITY, or any portion thereof, without the prior written consent of the CITY, which the CITY may grant or withhold in its sole discretion.

Section XII. Insurance Requirements.

SCWPC shall procure and maintain for the duration of the rental period insurance against claims for injuries to persons or damages to property which may arise from or in connection with the rental of the facilities and the activities of SCWPC, its guests, agents, representatives, employees, or subcontractors.

If SCWPC maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by SCWPC. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

2. Additional Insured Status
SCWPC, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the rental of the facility, work or operations performed by or on behalf of SCWPC 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 SCWPC's insurance (at least as broad as C�

of Y
ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

3. Primary Coverage
For any claims related to this contract, SCWPC's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the SCWPC, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the SCWPC, its officers, officials, employees, or volunteers shall be excess of the SCWPC's insurance and shall not contribute with it.

4. Notice of Cancellation
SCWPC shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, SCWPC shall forthwith obtain and submit proof of substitute insurance.

5. Waiver of Subrogation
SCWPC hereby grants to City a waiver of any right to subrogation which any insurer of SCWPC may acquire against the City by virtue of the payment of any loss under such insurance. SCWPC agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

7. Verification of Coverage
SCWPC shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City. All certificates and endorsements are to be received and approved by the City at least five days before SCWPC commences activities.

8. Special Risks or Circumstances
City reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances.

Section XIII. Indemnification.
7 of Y
To the fullest extent permitted by law, SCWPC shall indemnify, defend (with legal counsel approved by the CITY, which such approval by the CITY shall not be unreasonably withheld), and hold harmless the CITY and its elected and appointed officials, officers, employees, agents and volunteers, and each of them ("CITY Indemnitees") from and against any and all claims, actions, liabilities, losses, damages, costs, attorneys' fees and other expense(s) of any nature for loss or damage to property, or injury or death to persons, arising in any manner whatsoever, directly or indirectly, by reason of this Agreement, by reason of the negligent or wrongful actions or omissions of SCWPC and/or its board members, officers, employees, agents and/or volunteers, pursuant to this Agreement, SCWPC's use or occupancy of the CITY FACILITY and the CHAC FACILITY, or any of them, or SCWPC's operation of its water polo program, (collectively "Claims"), whether such Claim be made prior to, during, or after the term of this Agreement, except to the extent caused by the sole negligence or willful misconduct of the CITY or any of its officers, employees, agents or volunteers. The liability of SCWPC hereunder shall not be limited to the insurance provisions of this Agreement. The indemnification, defense and hold harmless provisions of this Agreement shall survive the expiration or termination of this Agreement.

Section XIV. Notice.

Any notice to be given or other document to be delivered by either party to the other hereunder may be delivered in person to either party, or may be deposited in the United States mail, in the State of California, duly certified, with postage fully prepaid and addressed to the party for whom intended as follows:

TO CITY: Director of Community Services
City of Yucaipa
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489
TO YVALL Matt Carpenter, President
Sand Canyon Water Polo Club Inc.
33970 Golden Crown Way,
Yucaipa, CA 92399
909-387-9253
Either party hereto may, from time to time, by written notice to the other party, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by certified mail, as aforesaid, the same shall be deemed served or delivered on the third business day after the mailing thereof, as above provided.

Section XV. Termination of Agreement.

1. Termination by CITY. Should City, at any time, become dissatisfied with SCWPC performance under this Agreement, it may terminate the Agreement immediately upon giving written notice to SCWPC pursuant to Section XV.

of Y

2. Termination by SCWPC. Should SCWPC, at any time, become dissatisfied with CITY performance under this Agreement, it may terminate the Agreement immediately upon giving written notice to CITY pursuant to Section XV.

Section XVI. Surrender of Facilities.

Upon the Expiration Date, or any sooner termination pursuant to notice given in accordance with Section XVII, SCWPC shall surrender and vacate the CHAC FACILITY and the CITY FACILITY, and shall cause all of its board members, employees, agents, and volunteers, and any participants in any game or other event or activity of the water polo program, to leave such facilities following activity taking place. SCWPC shall leave the CHAC FACILITY and the CITY FACILITY in good condition, and ordinary wear and tear excepted. Concurrently therewith, SCWPC shall remove any and all equipment and other personal property of SCWPC from CHAC FACILITY and the CITY FACILITY.

Section XVII. Non -Discrimination.

In carrying out this Agreement, SCWPC and the CITY shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or physical or mental condition or disability. The Parties, and each of them, understand and agree that they are each bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.

Section XVIII. No Joint Venture or Agency Relationship.

Nothing herein contained shall be construed to place the parties to this Agreement in the relationship of a joint venture, association, partnership, or other form of a business organization or agency relationship. SCWPC shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall SCWPC represent itself to be an agent of the CITY or any of its departments, officials, officers or employees. Nothing in this Agreement may be construed to have authorized or vested in SCWPC the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XIX. General Provisions.

1. Amendment or Modifications. This Agreement may only be amended or modified only by an agreement in writing executed by all of the Parties to this Agreement.

2. Waiver. No waiver by any party of any breach of any term or provision of this Agreement shall be construed to be, nor be, a waiver of any preceding, concurrent or succeeding breach of the same, or any other term or provision hereof.

3. Attorney's Fees. In the event of any action between CITY and SCWPC seeking enforcement of any of the terms and conditions of this Agreement, the prevailing party in 9 of Y
such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

4. Binding Agreement. It is mutually understood and agreed that this Agreement shall be binding upon the CITY and its successors and assigns, and upon SCWPC, its partners, successors, executors, and administrators.

5. Applicable Law. California law shall govern the interpretation and enforcement of this Agreement.

6. Jurisdiction and Venue. Any action to enforce or interpret the terms of this Agreement shall be subject to the exclusive jurisdiction of the courts in the County of San Bernardino, State of California.

7. Representations and Warranties. The Parties, and each of them, represent and warrant to the other party that each party has the full power and authority to execute this Agreement and to perform its obligations and requirements set forth in this Agreement.

8. Neutral Interpretation and Construction. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty and ambiguity herein shall not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California.

9. Headings and Titles. The headings, subheadings and numbering of the different paragraphs of this Agreement are inserted for convenience and for reference only and shall not be considered for any purpose in construing this Agreement.

10. Entire Agreement and Integration. This Agreement contains the entire agreement and understanding among the Parties hereto, and constitutes a single integrated written contract expressing the entire agreement of the parties hereto relative to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by any party hereto, except as specifically set forth in this Agreement. This Agreement supersedes all prior agreements and understandings relating to its subject matter. Each of the Parties represents that it is not relying, and has not relied, on any representation or statement made by any other party with respect to the facts involved in this Agreement or with regard to its rights or asserted rights with respect thereto.

11. Severability. If any provision of this Agreement shall be adjudged to be invalid, void or illegal, it shall in no way affect, impair or invalidate any other provision(s) hereof, the parties hereby agreeing that they would have entered into the remaining portion of this Agreement notwithstanding the omission of the portion or portions adjudged invalid, void or illegal.

12. Facsimile Signatures and Counterparts. The Parties agree that this Agreement will be considered signed by a party when the signature of that party is delivered by facsimile 10 of Y
transmission. Such signature shall be treated in all respects as having the same effect as an original signature or in a .pdf format delivered by electronic transmission (email).

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the latest of the dates set forth below.

City of Yucaipa, a California municipal
corporation
By its Authorized Representative(s):

Raymond A. Casey Date
City Manager
ATTEST:

Jennifer Crawford Date
Assistant City Manager/City Clerk
Attachments:

Sand Cayon Water Polo Club Inc.,
a California public benefit corporation
By its Authorized Representative(s):

Matt Carpenter, President Date
A) Insurance Certificate
B) State of California Nonprofit 501 (C)(3)
11 Date

of Y
12

Yucaipa City CouncilJanuary 10, 2022

Yucaipa City Council
January 10, 2022