Item 10 - Facility Use Agreemeents between COY and Multiple Yucaipa Youth Programs

Agenda Item No. 10

CITY OF YUCAIPA

AGENDA REPORT
TO: Honorable Mayor and City Council
FROM: Megan Wolfe, Director of Community Services
Sarah Martinez, Community Services Superintendent
Nick Johnson, Community Services Supervisor
FOR: City Council Meeting of December 9, 2024
SUBJECT: Facility Use Agreements between the City of Yucaipa and Yucaipa Valley Youth Soccer Organization, Yucaipa Valley American Little League, Yucaipa Valley National Little League, Yucaipa-Calimesa Girls Softball, Yucaipa Youth Basketball, Inc., Yucaipa Junior All American Football and Cheer, Inc., Yucaipa Swim Team, Sand Canyon Water Polo Club, and Yucaipa Pickleball Inc.

RECOMMENDATION:

That the City Council:

Authorize the City Manager to execute Facility Use Agreements between the City of Yucaipa and Yucaipa Valley Youth Soccer Organization, Yucaipa Valley American Little League, Yucaipa Valley National Little League, Yucaipa-Calimesa Girls Softball, Yucaipa Youth Basketball, Inc., Yucaipa Junior All American Football and Cheer, Inc., Yucaipa Swim Team, Sand Canyon Water Polo Club (Organizations) and Yucaipa Pickleball Inc., for use of facilities; and

2. Authorize the City Manager or his designee to administer the terms of the Agreements.

BACKGROUND/DISCUSSION:

The proposed Facility Use Agreements (Agreements), presented for City Council's review, identify several City of Yucaipa (City), Yucaipa-Calimesa Joint Unified School District (District) and San Bernardino Community College District (SBCCD) owned facilities that are being used by the Organizations, clarify operational procedures relative to that use, and identify the fees associated with the use. Staff will continue to coordinate, and schedule Organizations' use of City, District, and SBCCD facilities and maintain, operate, collect fees, and schedule lights.

The proposed Agreements specify that the City, District, and SBCCD agree to the Organizations' use of facilities and will provide maintenance on the facilities as necessary. In addition, the Agreements clarify the responsibilities of all parties involved.

The current Agreements between the City and Organizations are set to expire on December 31, 2024. The proposed Agreements shall commence on January 1, 2025, and expire on December 31, 2026.

Pursuant to the 2024 City Council goal #5 "Increase Revenue Generation to Offset Costs of Community Services and Development Services Functions; Move Toward Full Cost Recovery for Festivals and User Fees," staff is recommending a change in fee structure from charging a fee per player to charging a per hour fee. Each Agreement has the recommended fee for that Organizations facility use.

The only Organization that will not move to an hourly fee is Yucaipa Swim Team. Yucaipa Swim Team currently pays $10,000 a year, their fee will increase by 50% to $15,000 per year. To move to a per hour fee they need more time to work through the details and structure of the use of the SBCCD Aquatic Center. Their Agreement moves to the hourly rate during year two.

FISCAL IMPACT:

The recommendations do not result in a significant fiscal impact.

Attachment(s):

1. Yucaipa Valley American Little League Facility Use Agreement

2. Yucaipa Valley National Little League Facility Use Agreement

3. Yucaipa-Calimesa Girls Softball Facility Use Agreement

4. Yucaipa Youth Basketball, Inc. Facility Use Agreement

5. Yucaipa Junior All American Football and Cheer, Inc. Facility Use Agreement

6.' Yucaipa Valley Youth Soccer Organization Facility Use Agreement

7. Yucaipa Swim Team Facility Use Agreement

8. Sand Canyon Water Polo Club Facility Use Agreement

9. Yucaipa Pickleball Club Inc.

Approved by:�

ATTACHMENT

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 California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

B. All CITY and YCJUSD facilities will collectively be referred to hereinafter as "FACILITIES." For the purposes of this Agreement, CITY and Consultant are sometimes hereinafter referred to as "PARTY" and hereinafter collectively referred to as the "PARTIES."
C. The CITY and the YCJUSD are parties to a separate Joint Use Agreement for the operation of youth athletic programs and activities at certain locations, including the FACILITIES.

D. YVALL desires to use the FACILITIES for a youth baseball program 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's compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

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

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (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:

1. Following the EFFECTIVE DATE, YVALL may submit applications to YCJUSD for YVALL's use of FACILITIES 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 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.

4. YCJUSD allocates use of FACILITIES on a fiscal year calendar. To be considered for priority use of YCJUSD FACILITIES applications should be submitted to YCJUSD between June lst and June 30th for the upcoming fiscal year calendar. Applications submitted after June 30th will not be considered priority use and will be subject to availability. YVALL acknowledges that any application it submits to YCJUSD for its PROGRAM will be subject to all these requirements in addition to all other YCJUSD requirements.

Section III. FACILITIES Fees and Charges.

During the term of this AGREEMENT, YVALL shall pay for the use of CITY FACILITIES as follows:
a. City of Yucaipa Athletic Fields - $5.00 per hour per field b. Lights - $10.00 per hour
c. Deposit - $500.00 refundable

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 CITY Council. 2 CITY of Yucaipa

3. The CITY shall invoice YVALL by the fifth day of each calendar month for costs incurred during the prior month. YVALL shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YVALL's representative for this AGREEMENT is Matt Hardison or 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, YVALL shall provide the CITY with the following documentation that confirms YVALL 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, YVALL shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. YVALL Obligations during PROGRAM.

During the term of this AGREEMENT:

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.

3. YVALL shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in

CITY of Yucaipa
the program, pursuant to California Business & Professions Code Section 18900, as amended from time to time.

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.

5. 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 Parent, Coach, Volunteer Codes of Conduct and Player's Pledge 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.

YVALL's request of additional dates and/or times for PROGRAM additions and/or changes shall be submitted to CITY 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 of priority:
• 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's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YVALL for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

8. 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 CITY of Yucaipa

9. Postponement or cancellation of use shall be reported immediately by YVALL 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. In the case of inclement weather or FACILITY closures YVALL will not be charged for use.

10. YVALL shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. 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 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 daily, prior to use. Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-9581. 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 all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. 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. Failure to comply will result in loss of deposit. 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 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.

1. In the performance of this AGREEMENT, YVALL is and shall always remain as to the CITY an independent contractor. As an independent contractor, YVALL and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel 5 CITY of Yucaipa
systems of the CITY. As such, YVALL and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. 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 PARTICIPANT or any of YVALL's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YVALL or any of YVALL PARTICIPANTS 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 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 shall provide workers' compensation insurance or self-insurance for any work or services performed by its employees, to the extent required by law.

CITY of Yucaipa

2. 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 YVALL.

Section XI. Insurance Requirements.

1. YVALL shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YVALL, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. YVALL shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YVALL shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $3,000,000 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.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YVALL has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

WORKERS' COMPENSATION INSURANCE. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

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

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations iA

CITY of Yucaipa
performed by or on behalf of the YVALL including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YVALL's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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

Notice of Cancellation YVALL shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YVALL shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YVALL hereby grants to CITY a waiver of any right to subrogation which any insurer of said YVALL may acquire against CITY by virtue of the payment of any loss under such insurance. YVALL agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YVALL to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

Verification of Coverage YVALL shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YVALL's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

CITY of Yucaipa
Subcontractors YVALL shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Section XII. Indemnification.

1. To the fullest extent permitted by law, YVALL shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YVALL or sub YVALL's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YVALL's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YVALL, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YVALL's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YVALL agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YVALL, subcontractor or any other person or entity involved by, for, with or on behalf of YVALL in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YVALL fails to obtain such indemnity obligations from others as required here, YVALL agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YVALL and shall survive the termination of this Agreement and this section.

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 7 CITY of Yucaipa
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 CITY: YVALL
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

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 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 all non - fixed equipment and other personal property of YVALL from the FACILITIES.

Section XVI. Non -Discrimination.

YVALL shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical 10 CITY of Yucaipa
condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YVALL shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YVALL shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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.

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 YVALL its partners, successors, executors, administrators, and assigns.

4. Attorney'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.
11 CITY of Yucaipa

6. Jurisdiction and Venue. This AGREEMENT shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the PARTIES, venue in state trial courts shall lie exclusively in the San Bernardino Superior Court. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

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 Inte rag tion. 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 regarding 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.
12 CITY of Yucaipa
The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
IN
APPROVED AS TO FORM:

CITY ATTORNEY
LON
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YVALL, a California non-profit public benefit
corporation
Matt Hardison
Date
13 ATTACHMENT 2

FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND

YUCAIPA VALLEY NATIONAL 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 National Little League (YVNLL) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

D. YVNLL desires to use the FACILITIES for a youth baseball program hereinafter referred to as "PROGRAM."
E. The CITY is willing to allow YVNLL to use the FACILITIES for its PROGRAM, subject to YVNLL's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

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

G. The CITY and YVNLL 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:

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

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

1. Following the EFFECTIVE DATE, YVNLL may submit applications to YCJUSD for YVNLL's use of FACILITIES for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YVNLL'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. YVNLL shall be solely responsible for complying with 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.

4. YCJUSD allocates use of FACILITIES on a fiscal year calendar. To be considered for priority use of YCJUSD FACILITIES applications should be submitted to YCJUSD between June Ist and June 30th for the upcoming fiscal year calendar. Applications submitted after June 30t" will not be considered priority use and will be subject to availability. YVNLL acknowledges that any application it submits to YCJUSD for its PROGRAM will be subject to all these requirements in addition to all other YCJUSD requirements.

Section III. FACILITIES Fees and Charges.

During the term of this AGREEMENT, YVNLL shall pay for the use of CITY FACILITIES as follows:
a. City of Yucaipa Athletic Fields - $5.00 per hour per field b. Lights - $10.00 per hour
c. Deposit - $500.00 refundable

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 CITY Council. 2 CITY of Yucaipa

3. The CITY shall invoice YVNLL by the fifth day of each calendar month for costs incurred during the prior month. YVNLL shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YVNLL's representative for this AGREEMENT is Kris Cranfill or 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, YVNLL shall provide the CITY with the following documentation that confirms YVNLL 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, YVNLL shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. YVNLL Obligations during PROGRAM.

During the term of this AGREEMENT:

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

YVNLL shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in 3 CITY of Yucaipa
the program, pursuant to California Business & Professions Code Section 18900, as amended from time to time.

4. YVNLL shall be responsible for the conduct of all YVNLL 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. YVNLL 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. YVNLL shall submit a copy of the Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• First Priority: CITY programs and activities
• Second Priority: YVNLL in accordance with CITY's scheduling methodology
Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology a. The YVNLL's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YVNLL for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

YVNLL shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YVNLL 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 YVNLL 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. In the case of inclement weather or FACILITY closures YVNLL will not be charged for use.

10. YVNLL shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. Any such signs, banners, or displays must be in compliance with all 4 CITY of Yucaipa
ordinances, rules, and regulations of the CITY and/or YCJUSD. YVNLL shall remove all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

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

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

13. YVNLL 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. Failure to comply will result in the loss of YVNLL's deposit. All alterations, improvements, or additions, which are made to the FACILITIES by YVNLL 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 YVNLL 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 YVNLL.

Notwithstanding the above, this paragraph shall not apply to YVNLL'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 YVNLL and may be removed by YVNLL on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, YVNLL is and shall always remain as to the CITY an independent contractor. As an independent contractor, YVNLL and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YVNLL and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. 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.
5 CITY of Yucaipa
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 YVNLL, or any of its PARTICIPANTS represent orally or in writing that YVNLL is a CITY program or activity, or that any PARTICIPANT or any of YVNLL's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YVNLL or any of YVNLL PARTICIPANTS 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.

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

Section IX. No Assignment.

1. YVNLL 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. YVNLL 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:

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

Section XI. Insurance Requirements.

1. YVNLL shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YVNLL, its agents, representatives or employees. Insurance is to be 0 CITY of Yucaipa
placed with insurers with a current A.M. Best's rating of no less than A: VII. YVNLL shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YVNLL shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, 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.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YVNLL has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the YVNLL including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YVNLL's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YVNLL's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by 7 CITY of Yucaipa
CITY, its officers, officials, employees, or volunteers shall be in excess of the YVNLL's insurance and shall not contribute with it.

Notice of Cancellation YVNLL shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YVNLL shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YVNLL hereby grants to CITY a waiver of any right to subrogation which any insurer of said YVNLL may acquire against CITY by virtue of the payment of any loss under such insurance. YVNLL agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YVNLL to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

Verification of Coverage YVNLL shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YVNLL's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YVNLL shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

CITY of Yucaipa
Section XII. Indemnification.

1. To the fullest extent permitted by law, YVNLL shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YVNLL or sub YVNLL's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YVNLL's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YVNLL, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YVNLL's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YVNLL agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YVNLL, subcontractor or any other person or entity involved by, for, with or on behalf of YVNLL in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YVNLL fails to obtain such indemnity obligations from others as required here, YVNLL agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YVNLL and shall survive the termination of this Agreement and this section.

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:

CITY of
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 YVNLL: Yucaipa Valley National Little League
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIV. Termination of Agreement.

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

2. Termination by YVNLL. Should YVNLL, 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, YVNLL shall surrender and vacate the FACILITIES, and shall cause all its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YVNLL shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YVNLL shall remove all non - fixed equipment and other personal property of YVNLL from the FACILITIES.

Section XVI. Non -Discrimination.

YVNLL shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YVNLL shall comply with 10 CITY of Yucaipa
the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YVNLL shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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. YVNLL shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YVNLL 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 YVNLL 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 YVNLL its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YVNLL 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.

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

6. Jurisdiction and Venue. This AGREEMENT shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the PARTIES, venue in state trial courts shall lie exclusively in the San Bernardino Superior 11 CITY of Yucaipa
Court. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

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 regarding 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 The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
R-A
APPROVED AS TO FORM:

CITY ATTORNEY
IN
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YVNLL, a California non-profit public benefit
corporation
Kris Cranfill
Date
13 ATTACHMENT 3

FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND

YUCAIPA CALIMESA GIRLS SOFTBALL 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 Girls Softball (YCGS) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

B. All CITY and YCJUSD facilities will collectively be referred to hereinafter as "FACILITIES.". For the purposes of this Agreement, CITY and Consultant are sometimes hereinafter referred to as "PARTY" and hereinafter collectively referred to as the "PARTIES."
C. The CITY and the YCJUSD are parties to a separate Joint Use Agreement for the operation of youth athletic programs and activities at certain locations, including the FACILITIES.

D. YCGS desires to use the FACILITIES for a youth softball program hereinafter referred to as "PROGRAM."
E. The CITY is willing to allow YCGS to use the FACILITIES for its PROGRAM, subject to YCGS's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

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

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

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

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

1. Following the EFFECTIVE DATE, YCGS may submit applications to YCJUSD for YCGS's use of FACILITIES for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YCGS'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. YCGS shall be solely responsible for complying with 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.

4. YCJUSD allocates use of FACILITIES on a fiscal year calendar. To be considered for priority use of YCJUSD FACILITIES applications should be submitted to YCJUSD between June 1" and June 301h for the upcoming fiscal year calendar. Applications submitted after June 301h will not be considered priority use and will be subject to availability. YCGS acknowledges that any application it submits to YCJUSD for its PROGRAM will be subject to all these requirements in addition to all other YCJUSD requirements.

Section III. FACILITIES Fees and Charges.

1. During the term of this AGREEMENT, YCGS shall pay for the use of CITY FACILITIES as follows:
a. City of Yucaipa Athletic Fields - $5.00 per hour per field b. Lights - $10.00 per hour
c. Deposit - $500.00 refundable

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 CITY Council. 2 CITY of Yucaipa

3. The CITY shall invoice YCGS by the fifth day of each calendar month for costs incurred during the prior month. YCGS shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YCGS's representative for this AGREEMENT is Jeffrey Lozano or 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, YCGS shall provide the CITY with the following documentation that confirms YCGS 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, YCGS shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. YCGS Obligations during PROGRAM.

During the term of this AGREEMENT:

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

YCGS shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in

CITY of Yucaipa
the program, pursuant to California Business & Professions Code Section 18900, as amended from time to time.

4. YCGS shall be responsible for the conduct of all YCGS 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.

YCGS 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. YCGS shall submit a copy of the Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• First Priority: CITY programs and activities
Second Priority: YCGS in accordance with CITY's scheduling methodology
• Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology a. The YCGS's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YCGS for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

YCGS shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YCGS 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.

Postponement or cancellation of use shall be reported immediately by YCGS 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. In the case of inclement weather or FACILITY closures YCGS will not be charged for use.

10. YCGS shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. Any such signs, banners, or displays must be in compliance with all H

CITY of Yucaipa
ordinances, rules, and regulations of the CITY and/or YCJUSD. YCGS shall remove all such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

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

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

13. YCGS 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. If YCGS does not adhere to request it will result in loss of deposit. All alterations, improvements, or additions, which are made to the FACILITIES by YCGS 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 YCGS 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 YCGS.

Notwithstanding the above, this paragraph shall not apply to YCGS'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 YCGS and may be removed by YCGS on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

In the performance of this AGREEMENT, YCGS is and shall always remain as to the CITY an independent contractor. As an independent contractor, YCGS and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YCGS and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. 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.

CITY of Yucaipa
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 YCGS, or any of its PARTICIPANTS represent orally or in writing that YCGS is a CITY program or activity, or that any PARTICIPANT or any of YCGS's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YCGS or any of YCGS PARTICIPANTS 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.

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

Section IX. No Assignment.

1. YCGS 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. YCGS 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:

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

Section XI. Insurance Requirements.

1. YCGS shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Cel

CITY of Yucaipa
AGREEMENT by YCGS, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. YCGS shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YCGS shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YCGS has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the YCGS including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YCGS's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YCGS's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by 7 TY of
CITY, its officers, officials, employees, or volunteers shall be in excess of the YCGS's insurance and shall not contribute with it.

Notice of Cancellation YCGS shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YCGS shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YCGS hereby grants to CITY a waiver of any right to subrogation which any insurer of said YCGS may acquire against CITY by virtue of the payment of any loss under such insurance. YCGS agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YCGS to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

Verification of Coverage YCGS shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YCGS's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YCGS shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Section XII. Indemnification.
8 CITY of Yucaipa

1. To the fullest extent permitted by law, YCGS shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YCGS or sub YCGS's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YCGS's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YCGS, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YCGS's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YCGS agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YCGS, subcontractor or any other person or entity involved by, for, with or on behalf of YCGS in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YCGS fails to obtain such indemnity obligations from others as required here, YCGS agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YCGS and shall survive the termination of this Agreement and this section.

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:

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

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
M

CITY of Yucaipa
TO YCGS: Yucaipa Calimesa Girls Softball
PO BOX 142
Yucaipa, CA 92399
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIV. Termination of Agreement.

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

2. Termination by YCGS. Should YCGS, 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, YCGS shall surrender and vacate the FACILITIES, and shall cause all its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YCGS shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YCGS shall remove all non - fixed equipment and other personal property of YCGS from the FACILITIES.

Section XVI. Non -Discrimination.

YCGS shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YCGS shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YCGS shall include the non- discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
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. YCGS shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YCGS 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 YCGS 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 binding upon the CITY and its successors and assigns, and upon YCGS its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YCGS 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.

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 Yu
The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
am
APPROVED AS TO FORM:

CITY ATTORNEY
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YCGS, a California non-profit public benefit
corporation
Jeffrey Lozano Date
13 ATTACHMENT 4

FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND

YUCAIPA YOUTH BASKETBALL 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 (YYB) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

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 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.

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

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (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:

1. Following the EFFECTIVE DATE, YYB may submit applications to YCJUSD for YYB's use of FACILITIES 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.

3. YYB shall be solely responsible for complying with 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.

4. YCJUSD allocates use of FACILITIES on a fiscal year calendar. To be considered for priority use of YCJUSD FACILITIES applications should be submitted to YCJUSD between June 1" and June 30th for the upcoming fiscal year calendar. Applications submitted after June 30th will not be considered priority use and will be subject to availability. YYB acknowledges that any application it submits to YCJUSD for its PROGRAM will be subject to all these requirements in addition to all other YCJUSD requirements.

Section III. FACILITIES Fees and Charges.

1. During the term of this AGREEMENT, YYB shall pay for the use of CITY FACILITIES as follows:
a. City of Yucaipa Basketball Courts - $15.00 per hour per court b. YCJUSD Courts- $22.00 per hour for one CITY staff. 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.
c. Lights for outdoor courts - $10.00 per hour
d. Deposit - $500.00 refundable
2 CITY of Yucaipa

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 CITY Council.

3. The CITY shall invoice YYB by the fifth day of each calendar month for costs incurred during the prior month. YYB shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

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 Tyler Overstreet or 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, YYB shall provide the CITY with the following documentation that confirms YYB 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 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.

2. 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 CITY of Yucaipa

3. YYB shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, 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 Business & Professions Code Section 18900, as amended from time to time.

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.

5. 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 Player's 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, a minimum of thirty (30) days in advance of the scheduled start of all PROGRAMS. YYB's request of additional dates and/or times for PROGRAM additions and/or changes shall be submitted to CITY 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 of priority:
• 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 activities, in accordance with CITY's scheduling methodology b. The YYB's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YYB for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

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 4 CITY of Yucaipa
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.

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. In the case of inclement weather or FACILITY closures YYB will not be charged for use.

10. YYB shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. 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 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 daily, 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. YYB shall be responsible for all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. 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. Failure to comply will result in the loss of deposit.

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.
5 CITY of Yucaipa
Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, YYB is and shall always remain as to the CITY an 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
a. 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 YYB, or any of its PARTICIPANTS represent orally or in writing that YYB is a CITY program or activity, or that any PARTICIPANT or any of YYB's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YYB or any of YYB PARTICIPANTS 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:

CITY of Yucaipa

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

Section XI. Insurance Requirements.

1. YYB shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YYB, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. YYB shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YYB shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YYB has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the YYB including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YYB's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YYB's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of the YYB's insurance and shall not contribute with it.

Notice of Cancellation YYB shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YYB shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YYB hereby grants to CITY a waiver of any right to subrogation which any insurer of said YYB may acquire against CITY by virtue of the payment of any loss under such insurance. YYB agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YYB to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

Verification of Coverage YYB shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YYB's obligation 8 CITY of Yucaipa -
to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YYB shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Section XII. Indemnification.

1. To the fullest extent permitted by law, YYB shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YYB or sub YYB's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YYB's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YYB, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YYB's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YYB agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YYB, subcontractor or any other person or entity involved by, for, with or on behalf of YYB in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YYB fails to obtain such indemnity obligations from others as required here, YYB agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YYB and shall survive the termination of this Agreement and this section.
0 CITY of Yucaipa
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:

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: Yucaipa Youth Basketball
P.O. BOX 31
Yucaipa, CA 92399
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

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 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 all non -fixed equipment and other personal property of YYB from the FACILITIES. 10 CITY of Yucaipa
Section XVI. Non -Discrimination.

YYB shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision - making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YYB shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YYB shall include the non- discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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. YYB shall have no power to obligate or bind the CITY in any manner whatsoever. 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 may be 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.

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 11 CITY of Yucaipa
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.

The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
go
APPROVED AS TO FORM:

CITY ATTORNEY
an
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YYB, a California non-profit public benefit
corporation
Tyler Overstreet Date
13 ATTACHMENT 5

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., (YJAAF) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

B. All CITY and YCJUSD facilities will collectively be referred to hereinafter as "FACILITIES." For the purposes of this Agreement, CITY and YJAFF are sometimes hereinafter referred to as "PARTY" and hereinafter collectively referred to as the "PARTIES."
C. The CITY and the YCJUSD are parties to a separate Joint Use Agreement for the operation of youth athletic programs and activities at certain locations, including the FACILITIES.

D. YJAAF desires to use the FACILITIES for a youth football and cheer program hereinafter referred to as "PROGRAM."
E. The CITY is willing to allow YJAAF to use the FACILITIES for its PROGRAM, subject to YJAAF's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

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

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

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. YCJUSD Approval for Use of YCJUSD FACILITIES.

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

1. Following the EFFECTIVE DATE, YJAAF may submit applications to YCJUSD for YJAAF's use of FACILITIES for its PROGRAM.

2. This AGREEMENT does not constitute approval by the CITY of YJAAF'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. YJAAF shall be solely responsible for complying with 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.

4. YCJUSD allocates use of FACILITIES on a fiscal year calendar. To be considered for priority use of YCJUSD FACILITIES applications should be submitted to YCJUSD between June lst and June 301h for the upcoming fiscal year calendar. Applications submitted after June 301h will not be considered priority use and will be subject to availability. YJAAF acknowledges that any application it submits to YCJUSD for its PROGRAM will be subject to all these requirements in addition to all other YCJUSD requirements.

Section III. FACILITIES Fees and Charges.

1. During the term of this AGREEMENT, YJAAF shall pay for the use of CITY FACILITIES as follows:
a. City of Yucaipa Athletic Fields - $5.00 per hour per field b. Lights - $10.00 per hour
c. Deposit - $500.00 refundable

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 CITY Council.

CITY of Yucaipa

3. The CITY shall invoice YJAAF by the fifth day of each calendar month for costs incurred during the prior month. YJAAF shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YJAAF's representative for this AGREEMENT is Marc Tirheimer or 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, YJAAF shall provide the CITY with the following documentation that confirms YJAAF 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, YJAAF shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. YJAAF Obligations during PROGRAM.

During the term of this AGREEMENT:

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

3. YJAAF shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in 3 CITY of Yucaipa
the program, pursuant to California Business & Professions Code Section 18900, as amended from time to time.

4. YJAAF shall be responsible for the conduct of all YJAAF 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.

YJAAF 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. YJAAF shall submit a copy of the Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• First Priority: CITY programs and activities
Second Priority: YJAAF in accordance with CITY's scheduling methodology
Third Priority: YCJUSD and other organization's programs and activities, in accordance with CITY's scheduling methodology The YJAAF's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YJAAF for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

YJAAF shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, YJAAF 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.

9. Postponement or cancellation of use shall be reported immediately by YJAAF 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. In the case of inclement weather or FACILITY closures YJAAF will not be charged for use.

10. YJAAF shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. Any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY and/or YCJUSD. YJAAF shall remove all H

CITY of Yucaipa
such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

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

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

13. YJAAF 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. Any changes may result in loss of deposit. All alterations, improvements, or additions, which are made to the FACILITIES by YJAAF 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 YJAAF 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 YJAAF.

Notwithstanding the above, this paragraph shall not apply to YJAAF'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 YJAAF and may be removed by YJAAF on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, YJAAF is and shall always remain as to the CITY an independent contractor. As an independent contractor, YJAAF and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YJAAF and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. 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.

CITY of Yucaipa
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 YJAAF, or any of its PARTICIPANTS represent orally or in writing that YJAAF is a CITY program or activity, or that any PARTICIPANT or any of YJAAF's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YJAAF or any of YJAAF PARTICIPANTS 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.

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

Section IX. No Assignment.

1. YJAAF 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. YJAAF 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:

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

Section XI. Insurance Requirements.

1. YJAAF shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YJAAF, its agents, representatives or employees. Insurance is to be P

CITY of Yucaipa
placed with insurers with a current A.M. Best's rating of no less than A: VII. YJAAF shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YJAAF shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YJAAF has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the YJAAF maintains broader coverage and/or higher limits than the minimums shown above, .

CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by the YJAAF. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the YJAAF including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YJAAF's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YJAAF's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by 7 CITY of Yucaipa
CITY, its officers, officials, employees, or volunteers shall be in excess of the YJAAF's insurance and shall not contribute with it.

Notice of Cancellation YJAAF shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YJAAF shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YJAAF hereby grants to CITY a waiver of any right to subrogation which any insurer of said YJAAF may acquire against CITY by virtue of the payment of any loss under such insurance. YJAAF agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YJAAF to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

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 CITY
Verification of Coverage YJAAF shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YJAAF's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YJAAF shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Section XII. Indemnification.

CITY of Yucaipa

1. To the fullest extent permitted by law, YJAAF shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YJAAF or sub YJAAF's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YJAAF's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YJAAF, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YJAAF's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YJAAF agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YJAAF, subcontractor or any other person or entity involved by, for, with or on behalf of YJAAF in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YJAAF fails to obtain such indemnity obligations from others as required here, YJAAF agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YJAAF and shall survive the termination of this Agreement and this section.

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:

TO CITY. CITY OF YUCAIPA
Megan Wolfe, Director of Community Services
34272 Yucaipa Blvd.

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
6 CITY of Yucaipa
TO YJAAF: Yucaipa Junior All American Football and Cheer Inc.

P.O. BOX 1353
Yucaipa CA 92399
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIV. Termination of Agreement.

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

2. Termination by YJAAF. Should YJAAF, 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, YJAAF shall surrender and vacate the FACILITIES, and shall cause all its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. YJAAF shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, YJAAF shall remove all non - fixed equipment and other personal property of YJAAF from the FACILITIES.

Section XVI. Non -Discrimination.

YJAAF shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YJAAF shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into 10 CITY of Yucaipa
this Agreement by reference and made a part hereof as set for in full. YJAAF shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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. YJAAF shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YJAAF 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 YJAAF 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.

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 YJAAF its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YJAAF 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.

CITY of Yucaipa

The PARTIES have executed this AGREEMENT on the latest of the dates set forth below. 12 CITY of Yucaipa
ATTEST:

CITY CLERK
APPROVED AS TO FORM:

CITY ATTORNEY
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YJAAF, a California non-profit public benefit
corporation
Marc Tirheimer Date
13 ATTACHMENT 6

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 California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

D. YVYSO desires 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's compliance with the terms of this AGREEMENT and all other applicable YCJUSD rules, regulations, policies, federal, and state laws.

G. The CITY and YVYSO 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:

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

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (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:

1. Following the EFFECTIVE DATE, YVYSO may submit applications to YCJUSD for YVYSO's use of FACILITIES 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 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.

4. YCJUSD allocates use of FACILITIES on a fiscal year calendar. To be considered for priority use of YCJUSD FACILITIES applications should be submitted to YCJUSD between June 1st and June 30th for the upcoming fiscal year calendar. Applications submitted after June 30th will not be considered priority use and will be subject to availability. YVYSO acknowledges that any application it submits to YCJUSD for its PROGRAM will be subject to all these requirements in addition to all other YCJUSD requirements.

Section III. FACILITIES Fees and Charges.

1. During the term of this AGREEMENT, YVYSO shall pay for the use of CITY FACILITIES as follows:
a. City of Yucaipa Athletic Fields - $5.00 per hour per field b. Lights - $10.00 per hour
c. Deposit - $500.00 refundable

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 CITY Council. 2 CITY of Yucaipa

3. The CITY shall invoice YVYSO by the fifth day of each calendar month for costs incurred during the prior month. YVYSO shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YVYSO's representative for this AGREEMENT is Bill Moreno or 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 the 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 (Exhibit Q.

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 behalf with respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.

YVYSO shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, and to provide written notice of its criminal background check policy to the parents or guardian of any youth participating in

CITY of Yucaipa
the program, pursuant to California Business & Professions Code Section 18900, as amended from time to time.

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 Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• 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 The YVYSO's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to YVYSO for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

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.

9. Postponement or cancellation of use shall be reported immediately by YVYSO 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. In the case of inclement weather or FACILITY closures YVYSO will not be charged for use.

10. YVYSO shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. 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 all 4 CITY of Yucaipa
such signs, banners, or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY and/or YCJUSD.

11. YVYSO shall check for any possible unsafe conditions at the FACILITIES daily, 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 all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

13. 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. Failure to comply will result in the loss of deposit.

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'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 YVYSO and may be removed by YVYSO on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, YVYSO is and shall always remain as to the CITY an 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
a. 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.
5 CITY of Yucaipa
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 program or activity, or that any PARTICIPANT or any of YVYSO's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YVYSO or any of YVYSO PARTICIPANTS 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 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. 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:

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

Section XI. Insurance Requirements.

1. YVYSO shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YVYSO, its agents, representatives or employees. Insurance is to be

CITY of Yucaipa
placed with insurers with a current A.M. Best's rating of no less than A: VII. YVYSO shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YVYSO shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, 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.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YVYSO has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the YVYSO including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YVYSO's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YVYSO's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by 7 CITY of Yucaipa
CITY, its officers, officials, employees, or volunteers shall be in excess of the YVYSO's insurance and shall not contribute with it.

Notice of Cancellation YVYSO shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YVYSO shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YVYSO hereby grants to CITY a waiver of any right to subrogation which any insurer of said YVYSO may acquire against CITY by virtue of the payment of any loss under such insurance. YVYSO agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YVYSO to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

Verification of Coverage YVYSO shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YVYSO's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YVYSO shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Section XII. Indemnification.
8 CITY of Yucaipa

1. To the fullest extent permitted by law, YVYSO shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YVYSO or sub YVYSO's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YVYSO's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YVYSO, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YVYSO's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YVYSO agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YVYSO, subcontractor or any other person or entity involved by, for, with or on behalf of YVYSO in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YVYSO fails to obtain such indemnity obligations from others as required here, YVYSO agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YVYSO and shall survive the termination of this Agreement and this section.

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:

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

Yucaipa, CA 92399
(909) 797-2489 ext. 241
[email protected]
I

Yucai
TO YVYSO: Yucaipa Valley Youth Soccer Organization
Bill Moreno, President
P.O. BOX 17
(909)266-3762
moreno—[email protected]
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIV. Termination of Agreement.

1. Termination by the CITY. Should the CITY, at any time, become dissatisfied with YVYSO's 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 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 all non - fixed equipment and other personal property of YVYSO from the FACILITIES.

Section XVI. Non -Discrimination.

YVYSO shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YVYSO shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YVYSO shall include the 10 CITY of Yucaipa
non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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 may be 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.

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.

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

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
The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
011A
APPROVED AS TO FORM:

CITY ATTORNEY
IN
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YVYSO, a California non-profit public benefit
corporation
Bill Moreno
Date
13 ATTACHMENT 7

FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND

YUCAIPA SWIM TEAM FOR THE USE OF THE CITY OF YUCAIPA AND

SAN BERNARDINO COMMUNITY COLLEGE DISTRICT FACILITIES
This Facility Use Agreement ("AGREEMENT") by and between Yucaipa Swim Team (YST) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

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

B. The CITY is the owner of the Yucaipa 7ch Street Pool and the San Bernardino Community College District "SBCCD" is the owner of the Aquatics Center "AC". All CITY and SBCCD facilities will collectively be referred to hereinafter as "FACILITIES." For the purposes of this Agreement, CITY and YST are sometimes hereinafter referred to as "PARTY" and hereinafter collectively referred to as the "PARTIES." C. The CITY and the SBCCD are parties to a separate Joint Use of Facilities Agreement for the operation of Yucaipa Community Based Aquatic Organizations "YCBAO" use of the AC.

D. YST desires to use the FACILITIES for a swim team program hereinafter referred to as "PROGRAM."
E. The CITY is willing to allow YST to use the FACILITIES for its PROGRAM, subject to YST's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

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

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

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. SBCCD Approval for Use of SBCCD FACILITIES.

YST use of SBCCD FACILITIES shall be subject to the following requirements:

1. YST shall be granted use of the AC without charge from SBCCD, except for employee cost. Employee cost is defined as those costs of services of any District employee and salaries paid necessitated by YST's use of the facilities if that employee would not otherwise be present as part of his or her normal duties such as special, after-hours, weekend, or holiday events. All employee costs for use of the AC charged by the SBCCD shall be in accordance with an employee cost schedule adopted by SBCCD.

2. This AGREEMENT does not constitute approval by the CITY of YST's use of AC. The DISTRICT shall be responsible for and have final approval authority over any facility use request submitted to the DISTRICT for use of AC 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 AC. DISTRICT may reduce the capacity as needed to follow these directives.

4. CITY and SBCCD 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 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 meet or practice of its resident swim program at the AC FACILITY, other than any CITY official or employee.

6. The locker room is not included as an approved amenity for use by YST. A request must be submitted by YST and authorized by SBCCD prior to use. The CITY and SBCCD upon approval, will allow use of the locker room for morning Master's Team swim practice only. YST is prohibited from use of CHAC locker room during the afternoon/evening hours of use.

CITY of Yucaipa

7. The SBCCD Aquatic Center calendar will be developed by the SBCCD in conjunction with the City, YST, and other YCBAO. Calendars will be reviewed on a bi-annual basis for changes, corrections and/or cancellations.

8. YUCAIPA SWIM TEAM shall be solely responsible for complying with all requirements imposed by SBCCD, including but expressly not limited to, submitting all information and documentation required by SBCCD and complying with any other SBCCD 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, YST shall pay for the use of CITY FACILITIES as follows:
a. Year 1 (January 1, 2025, to December 31, 2025): the annual payment in the amount of $15,000 for use of half (a maximum of 9 lanes) of SBCCD AC.
b. Year 2 (January 1, 2026, to December 31, 2026): $12 per hour for use of half (a maximum of 9 lanes) of SBCCD Aquatics Center and $4 for each additional lane per hour. A $100 per day per swim meet and a $500 refundable deposit

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 SBCCD 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 an annual CPI adj ustment.

4. The CITY shall invoice YST by the fifth day of each calendar month for costs incurred during the prior month or YST can choose to be invoiced quarterly. YST shall process and pay in full all 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 OF YUCAIPA. this AGREEMENT shall be subject to

5. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YST's representative for this AGREEMENT is Shelby 3 CITY of Yucaipa
Hernandez or 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, YST shall provide the CITY with the following documentation that confirms YST 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 in good standing (Exhibit Q.

Section VI. YST Obligations during PROGRAM.

During the term of this AGREEMENT:

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

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

3. YST shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, 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 Business & Professions Code Section 18900, as amended from time to time.

4. YST shall be responsible for the conduct of all YST 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. YST 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. YST shall submit a copy of the 4 CITY of Yucaipa
Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• First Priority: SBCCD programs and activities
Second Priority: YST in accordance with CITY's scheduling methodology
• Third Priority: Other organization's programs and activities The YST's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YST for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

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

9. YST shall check for any possible unsafe conditions at the FACILITIES daily, prior to use.

Any unsafe conditions shall be immediately reported to the CITY Representative. YST shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YST has determined there is an unsafe condition.

10. YST shall be responsible for all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

11. YST shall make no alterations, additions, or improvements to FACILITIES without the CITY/SBCCD 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 YST shall become the property of the CITY/SBCCD 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 YST shall defend and indemnify the CITY/SBCCD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YST. Notwithstanding the above, this paragraph shall not apply to YST'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

CITY of Yucaipa
FACILITIES, which shall remain the property of YST and may be removed by YST on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, YST is and shall always remain as to the CITY an independent contractor. As an independent contractor, YST and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YST and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. 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 YST, or any of its PARTICIPANTS represent orally or in writing that YST is a CITY program or activity, or that any PARTICIPANT or any of YST's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YST or any of YST PARTICIPANTS 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.

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

Section IX. 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.
rel

CITY of Yucaipa
Section X. CITY Services.

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

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

Section XI. Insurance Requirements.

YST shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YST, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. YST shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. YST shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $4,000,000 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.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YST has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the YST maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by the 7 CITY of Yucaipa
YST. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the 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 the YST's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YST's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of the YST's insurance and shall not contribute with it.

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 policies 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 1IM01014TKla
Waiver of Subrogation YST hereby grants to CITY a waiver .of any right to subrogation which any insurer of said YST may acquire against 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 CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YST to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

CITY of Yucaipa
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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YST's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YST shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Section XII. Indemnification.

1. To the fullest extent permitted by law, YST shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YST or sub YST's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YST's or expert witnesses incurred in connection therewith, and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YST, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YST's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YST agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YST, subcontractor or any other person or entity involved by, for, with or on behalf of YST in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YST fails to obtain such indemnity obligations from others as required here, YST agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YST and shall survive the termination of this Agreement and this section.
9 CITY of Yucaipa
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:

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
P.O. BOX 505
Yucaipa CA 92399
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIV. Termination of Agreement.

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

2. Termination by YST. Should YST, 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, YST shall surrender and vacate the FACILITIES, and shall cause all 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, ordinary wear and tear excepted. Concurrently therewith, YST shall remove all non -fixed equipment and other personal property of YST from the FACILITIES. 10 CITY of Yucaipa
Section XVI. Non -Discrimination.

YST shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision - making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YST shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YST shall include the non- discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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. 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.

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.

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 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.
11 CITY of Yucaipa

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

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 12 CITY of Yucaipa
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.

The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
L91A
APPROVED AS TO FORM:

CITY ATTORNEY
261A
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YST, a California non-profit public benefit
corporation
Shelby Hernandez Date
13 ATTACHMENT 8

FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND

SAND CANYON WATER POLO CLUB FOR THE USE OF THE CITY OF

YUCAIPA AND SAN BERNARDINO COMMUNITY COLLEGE DISTRICT

FACILITIES
This Facility Use Agreement ("AGREEMENT") by and between Sand Canyon Water Polo Club (SCWPC) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

RECITALS
A. SCWPC runs a water polo team program for residents of the CITY and surrounding communities.

B. The CITY is the owner of the Yucaipa 71h Street Pool and the San Bernardino Community College District "SBCCD" is the owner of the Aquatics Center "AC". All CITY and SBCCD facilities will collectively be referred to hereinafter as "FACILITIES." For the purposes of this Agreement, CITY and SCWPC are sometimes hereinafter referred to as "PARTY" and hereinafter collectively referred to as the "PARTIES." C. The CITY and the SBCCD are parties to a separate Joint Use of Facilities Agreement for the operation of Yucaipa Community Based Aquatic Organizations "YCBAO" use of the AC.

D. SCWPC desires to use the FACILITIES for a water polo team program hereinafter referred to as "PROGRAM."
E. The CITY is willing to allow SCWPC to use the FACILITIES for its PROGRAM, subject to SCWPC's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

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

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

CITY of Yucaipa
Section I. Term, Effective Date and Expiration Date.

This AGREEMENT shall commence on JANUARY 1, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. SBCCD Approval for Use of SBCCD FACILITIES.

SCWPC use of SBCCD FACILITIES shall be subject to the following requirements:

1. SCWPC shall be granted use of the AC without charge from SBCCD, except for employee cost. Employee cost is defined as those costs of services of any District employee and salaries paid necessitated by SCWPC's use of the facilities if that employee would not otherwise be present as part of his or her normal duties such as special, after-hours, weekend, or holiday events. All employee costs for use of the AC charged by the SBCCD shall be in accordance with an employee cost schedule adopted by SBCCD.

2. This AGREEMENT does not constitute approval by the CITY of SCWPC's use of AC.

The DISTRICT shall be responsible for and have final approval authority over any facility use request submitted to the DISTRICT for use of AC 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 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 SCWPC shall follow all state/county public health directives regarding use of AC. DISTRICT may reduce the capacity as needed to follow these directives.

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

5. 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 meet or practice of its resident swim program at the AC FACILITY, other than any CITY official or employee.

6. The locker room is not included as an approved amenity for use by SCWPC. A request must be submitted by SCWPC and authorized by SBCCD prior to use.

7. The SBCCD AC calendar will be developed by the SBCCD in conjunction with the City, SCWPC, and other YCBAO. Calendars will be reviewed on a bi-annual basis for changes, corrections and/or cancellations.
4 CITY of Yucaipa

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

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

Section III. FACILITIES Fees and Charges.

During the term of this AGREEMENT, SCWPC shall pay $16.00 per hour for use of half (a maximum of 9 lanes) of the pool.

2. The request.to use the Colorado Timing SCWPC 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 SBCCD 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 an annual CPI adjustment.

4. The CITY shall invoice SCWPC by the fifth day of each calendar month for costs incurred during the prior month. SCWPC shall process and pay in full all 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 OF YUCAIPA. this AGREEMENT shall be subject to

5. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section IV. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. SCWPC's representative for this AGREEMENT is Matt Carpenter or 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, SCWPC shall provide the CITY with the following documentation that confirms SCWPC 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 3 CITY of Yucaipa
numbers. At all times during the term of this AGREEMENT, SCWPC shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section VI. SCWPC Obligations during PROGRAM.

During the term of this AGREEMENT:

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

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

3. SCWPC shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, 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 Business & Professions Code Section 18900, as amended from time to time.

4. SCWPC shall be responsible for the conduct of all SCWPC 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. SCWPC 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. SCWPC shall submit a copy of the Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• First Priority: SBCCD programs and activities
Second Priority: YCBAO in accordance with CITY's scheduling methodology
• Third Priority: Other organization's programs and activities The SCWPC's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved. 4 CITY of Yucaipa

7. The CITY will provide marketing support to the SCWPC for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

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

9. SCWPC shall check for any possible unsafe conditions at the FACILITIES daily, prior to use. Any unsafe conditions shall be immediately reported to the CITY Representative.

SCWPC shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which SCWPC has determined there is an unsafe condition.

10. SCWPC shall be responsible for all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

11. SCWPC shall make no alterations, additions, or improvements to FACILITIES without the CITY/SBCCD 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 SCWPC shall become the property of the CITY/SBCCD 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 SCWPC shall defend and indemnify the CITY/SBCCD against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by SCWPC. Notwithstanding the above, this paragraph shall not apply to SCWPC'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 SCWPC and may be removed by SCWPC on or before the EXPIRATION DATE of this AGREEMENT.

Section VII. Independent Contractor Status.

1. In the performance of this AGREEMENT, SCWPC is and shall always remain as to the CITY an independenf contractor. As an independent contractor, SCWPC and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, SCWPC and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. any personnel, employment, or other ordinances, codes, regulations, resolutions, policies, or rules of the CITY relating to employees, or (ii) any

CITY of Yucaipa
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 SCWPC, or any of its PARTICIPANTS represent orally or in writing that SCWPC is a CITY program or activity, or that any PARTICIPANT or any of SCWPC's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall SCWPC or any of SCWPC PARTICIPANTS 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.

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

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

Section XI. Insurance Requirements.

1. SCWPC shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages 0 CITY of Yucaipa
to property which may arise from or in connection with the performance of the AGREEMENT by SCWPC, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. SCWPC shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. SCWPC shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $4,000,000 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.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if SCWPC has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the 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 the SCWPC's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the SCWPC's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects CITY, its 7 CITY of Yucaipa
officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of the SCWPC's insurance and shall not contribute with it.

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 policies 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.

Waiver of Subrogation SCWPC hereby grants to CITY a waiver of any right to subrogation which any insurer of said SCWPC may acquire against 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 CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the SCWPC to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

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 CITY
Verification of Coverage SCWPC shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the SCWPC's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors SCWPC shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.

Section XII. Indemnification.
8 CITY of Yucaipa
To the fullest extent permitted by law, SCWPC shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of SCWPC or sub SCWPC's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert SCWPC's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by SCWPC, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. SCWPC's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. SCWPC agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub SCWPC, subcontractor or any other person or entity involved by, for, with or on behalf of SCWPC in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event SCWPC fails to obtain such indemnity obligations from others as required here, SCWPC agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of SCWPC and shall survive the termination of this Agreement and this section.

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 ext. 241
[email protected]
TO SCWPC: Sand Canyon Water Polo Club
33970 Golden Crown Way
Yucaipa CA 92399
Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIV. Termination of Agreement.

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

2. Termination by SCWPC. Should SCWPC, 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, SCWPC shall surrender and vacate the FACILITIES, and shall cause all its PARTICIPANTS in any game or other event or activity of the PROGRAM, to leave such FACILITIES following activity taking place. SCWPC shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, SCWPC shall remove all non - fixed equipment and other personal property of SCWPC from the FACILITIES.

Section XVI. Non -Discrimination.

SCWPC shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. SCWPC shall comply with 10 CITY of Yucaipa
the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. SCWPC shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

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. 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 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 SCWPC its partners, successors, executors, administrators, and assigns.

4. 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 such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.

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

6. Jurisdiction and Venue. This AGREEMENT shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the PARTIES, venue in state trial courts shall lie exclusively in the San Bernardino Superior 11 CITY of Yucaipa
Court. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

ATTEST:

CITY CLERK
IN
APPROVED AS TO FORM:

CITY ATTORNEY
IN
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
SCWPC, a California non-profit public benefit
corporation
Matt Carpenter Date
13 ATTACHMENT 9

FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND
YUCAIPA PICKLEBALL 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 Pickleball Inc., (YPI) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of December 9, 2024, with reference to the following facts:

RECITALS
A. YPI runs a Pickleball Club for residents of the CITY and surrounding communities.

B. All CITY facilities will be referred to hereinafter as "FACILITIES". For the purposes of this Agreement, CITY and YPI are sometimes hereinafter referred to as "PARTY" and hereinafter collectively referred to as the "PARTIES."
C. YPI desires to use the FACILITIES for Pickleball hereinafter referred to as "PROGRAM." D. The CITY is willing to allow YPI to use the FACILITIES for its PROGRAM, subject to YPI's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.

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, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.

Section II. FACILITIES Fees and Charges.

1. During the term of this AGREEMENT, YPI shall pay for the use of CITY FACILITIES as follows:
a. Year 1
• City of Yucaipa Pickleball Courts - $2.00 per hour per court • Lights at 7th Street - $2.50 per hour per zone
• Deposit - $500.00 refundable

CITY of Yucaipa
b. Year 2
• City of Yucaipa Pickleball Courts - $3.00 per hour per court • Lights at 71h Street - $2.50 per hour per zone
• Deposit - $500.00 refundable

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 CITY Council.

3. The CITY shall invoice YPI by the fifth day of each calendar month for costs incurred during the prior month. YPI shall process and pay in full all 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 OF YUCAIPA.

4. Use of any other CITY facility shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other CITY FACILITIES.

Section III. PARTY Representatives.

The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. YPI's representative for this AGREEMENT is Patty Ingram or their written designee. Either PARTY may change its respective representative, by written notice to the other PARTY served in accordance with Section XII of this AGREEMENT.

Section IV. Non -Profit Status.

Prior to the EFFECTIVE DATE, YPI shall provide the CITY with the following documentation that confirms YPI 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, YPI shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q.

Section V. YPI Obligations during PROGRAM.

During the term of this AGREEMENT:

YPI 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.

CITY of Yucaipa

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

3. YPI shall conduct background checks on all volunteers, pursuant to California Penal Code Section 11105.3, as amended from time to time, 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 Business & Professions Code Section 18900, as amended from time to time.

4. YPI shall be responsible for the conduct of all YPI 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. YPI 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. YPI shall submit a copy of the Parent, Coach, Volunteer Codes of Conduct and Player's Pledge prior to the commencement of the season and/or practices.

6. Use of the CITY FACILITIES shall be subject to the following order of priority:
• First Priority: CITY programs and activities
• Second Priority: YPI in accordance with CITY's scheduling methodology
The YPI's PROGRAM shall always remain subject to the review and approval, by mutual agreement, of all PARTIES involved.

7. The CITY will provide marketing support to the YPI for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.

8. Postponement or cancellation of use shall be reported immediately by YPI 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. In the case of inclement weather or FACILITY closures YPI will not be charged for use.

9. YPI shall be allowed to place signs, banners, or displays at/on the FACILITIES with the CITY's consent. Any such signs, banners, or displays must be in compliance with all ordinances, rules, and regulations of the CITY. YPI shall remove all such signs, banners, 3 CITY of Yucaipa
or displays promptly at the conclusion of the PROGRAM unless otherwise authorized by the CITY.

10. YPI shall check for any possible unsafe conditions at the FACILITIES daily, prior to use.

Any unsafe conditions shall be immediately reported to the CITY Public Works Manager at (909) 649-9581. YPI shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which YPI has determined there is an unsafe condition.

11. YPI shall be responsible for all damages incurred to the FACILITIES at any time the PROGRAM is occurring.

12. YPI shall make no alterations, additions, or improvements to FACILITIES without the CITY 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 YPI shall become the property of the CITY and shall remain upon and be surrendered with the premises at the EXPIRATION DATE. If process is not followed YPI will lose deposit. Upon expiration of this AGREEMENT, or earlier termination thereof, the FACILITIES (and any alterations or additions thereto) shall be free, clear and unencumbered, and YPI shall defend and indemnify the CITY against any future claims arising in connection with any encumbrance placed upon or allowed to be placed upon the FACILITIES by YPI. Notwithstanding the above, this paragraph shall not apply to YPI'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 YPI and may be removed by YPI on or before the EXPIRATION DATE of this AGREEMENT.

Section VI. Independent Contractor Status.

1. In the performance of this AGREEMENT, YPI is and shall always remain as to the CITY an independent contractor. As an independent contractor, YPI and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, YPI and its PARTICIPANTS shall not have any rights or benefits of an employee under
a. 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.
4 CITY of Yucaipa

2. At no time during this AGREEMENT shall YPI, or any of its PARTICIPANTS represent orally or in writing that YPI is a CITY program or activity, or that any PARTICIPANT or any of YPI's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall YPI or any of YPI PARTICIPANTS wear any uniform or display or carry any badge, button, or identification that identifies them as employees of the CITY.

Section VII. Use of CITY Logo or Name.

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

Section VIII. No Assignment.

1. YPI 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. YPI 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 IX. CITY Services.

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

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

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 YPI.

Section X. Insurance Requirements.

YPI shall provide and maintain insurance, acceptable to CITY, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the AGREEMENT by YPI, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. YPI shall provide the following scope and limits of insurance:

CITY of
a. MINIMUM SCOPE OF INSURANCE. YPI shall maintain the following types and limits of insurance.
b. MINIMUM LIMITS OF INSURANCE.

AUTOMOBILE LIABILITY INSURANCE. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if YPI has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Professional Liability (Errors and Omissions) Insurance appropriates to the YPI's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the [YPI] must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. A copy of the claims reporting requirements must be submitted to CITY for review.

If the YPI maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by the YPI.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

2. OTHER PROVISIONS. The insurance policies are to contain, or be endorsed to contain, the following provisions:

CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the YPI including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the YPI's insurance (at least as broad as ISO Form CG 20 10 0 CITY of Yucaipa
11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage For any claims related to this contract, the YPI's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of the YPI's insurance and shall not contribute with it.

Notice of Cancellation YPI shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies 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, YPI shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation YPI hereby grants to CITY a waiver of any right to subrogation which any insurer of said YPI may acquire against CITY by virtue of the payment of any loss under such insurance. YPI agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by the Contractor, its employees, agents, and subcontractors.

Self -Insured Retentions Self -insured retentions must be declared to and approved by CITY. CITY may require the YPI to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or CITY.

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 CITY
Verification of Coverage YPI shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the YPI's obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors YPI shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that CITY is an additional insured on insurance required from subcontractors.
7 CITY of Yucaipa
Special Risks or Circumstances CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Section XI. Indemnification.

1. To the fullest extent permitted by law, YPI shall indemnify, protect, defend (with legal counsel reasonably selected by CITY) and hold harmless CITY and any and all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of YPI or sub YPI's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert YPI's or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by YPI, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. YPI's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.

2. YPI agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub YPI, subcontractor or any other person or entity involved by, for, with or on behalf of YPI in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event YPI fails to obtain such indemnity obligations from others as required here, YPI agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth herein is binding on the successors, assigns or heirs of YPI and shall survive the termination of this Agreement and this section.

Section XII. 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:
8 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 YPI: Yucaipa Pickleball Inc.

Either PARTY hereto may, from time to time, by written notice to the other PARTY, designate a different representative or 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 provided above.

Section XIII. Termination of Agreement.

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

2. Termination by YPI. Should YPI, 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 XII.

Section XIV. Surrender of Facilities.

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

Section XV. Non -Discrimination.

YPI shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision - making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. YPI shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the E

CITY of Yucaipa
applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full. YPI shall include the non- discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

Section XVI. 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. YPI shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall YPI 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 YPI the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.

Section XVII. 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.

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 YPI its partners, successors, executors, administrators, and assigns.

4. Attorney's Fees. In the event of any action between CITY and YPI 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.

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.
11 CITY of Yucaipa
The PARTIES have executed this AGREEMENT on the latest of the dates set forth below.

ATTEST:

CITY CLERK
APPROVED AS TO FORM:

CITY ATTORNEY
CITY OF YUCAIPA, a California municipal
corporation
Chris Mann, City Manager Date
YPI, a California non-profit public benefit
corporation
Patty Ingram Date
12

Yucaipa City CouncilDecember 9, 2024

Yucaipa City Council
December 9, 2024