Item No.
AGENDA REPORT
DATE: May 12, 2025
TO: Honorable Mayor and City Council
FROM: Megan Wolfe, Director of Community Services
Sarah Martinez, Community Services Recreation Superintendent SUBJECT: Facility Use Agreement between the City of Yucaipa and Yu -Cal Football and Cheer RECOMMENDATION:
That the City Council authorize the Interim City Manager to execute an Agreement between the City of Yucaipa (City) and Yu -Cal Football and Cheer Inc. (Organization).
BACKGROUND/DISCUSSION:
On April 29, 2025, City Staff met with board members of the new Organization to discuss access to City and District fields. The Organization is requesting to be included in the group of Yucaipa based non-profit organizations that enter into a Facility Use Agreement with the City for priority use of City and Yucaipa-Calimesa Joint Unified School District (District) fields at a discounted rate.
The proposed Facility Use Agreement (Agreement), presented for City Council's review, identifies several City and District owned facilities that are being requested to be used by the Organization. The Agreement clarifies operational procedures relative to that use, and identifies the fees associated with the use. City staff will coordinate, schedule, maintain, operate, collect fees, and schedule lights for the use of City facilities. The District will coordinate, schedule, maintain, operate, and collect fees for District owned facilities.
The proposed Agreement shall commence on May 13, 2025, and expire on December 31, 2026.
FISCAL IMPACT:
The recommendation does not result in a fiscal impact.
Attachment(s):
1. Yu -Cal Football and Cheer Agreement
Approved by: ��
ATTACHMENT 1
FACILITY USE AGREEMENT BETWEEN THE CITY OF YUCAIPA AND
YU-CAL 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 Yu -Cal Football and Cheer Inc., (Yu -Cal) a California non-profit public benefit corporation, and the CITY OF YUCAIPA ("CITY"), a municipal corporation, is entered into as of May 13, 2025, with reference to the following facts:
RECITALS
A. Yu -Cal runs a youth football and cheer program for residents of the CITY and surrounding communities.
B. All CITY and Yucaipa-Calimesa Joint Unified School District ("YCJUSD") facilities will collectively be referred to hereinafter as "FACILITIES." For the purposes of this Agreement, CITY and Yu -Cal 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. Yu -Cal desires to use the FACILITIES for a youth football and cheer program hereinafter referred to as "PROGRAM."
E. The CITY is willing to allow Yu -Cal to use the FACILITIES for its PROGRAM, subject to Yu-Cal's compliance with the terms of this AGREEMENT, and all other applicable CITY ordinances, rules and regulations, policies, federal, and state laws.
F. Yu-Cal's use of any YCJUSD FACILITIES for its PROGRAM is contingent upon YCJUSD's approval of such use and Yu-Cal'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
Section I. Term, Effective Date and Expiration Date.
This AGREEMENT shall commence on MAY 13, 2025 (EFFECTIVE DATE), and expire on DECEMBER 31, 2026 (EXPIRATION DATE), unless sooner terminated in accordance with the terms of this AGREEMENT.
Section I1. YCJUSD Approval for Use of YCJUSD FACILITIES.
Yu-Cal's use of YCJUSD FACILITIES shall be subject to the following requirements:
1. Following the EFFECTIVE DATE, Yu -Cal may submit applications to YCJUSD for Yu- Cal's use of FACILITIES for its PROGRAM.
2. This AGREEMENT does not constitute approval by the CITY of Yu-Cal'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. Yu -Cal 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. Yu -Cal 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, Yu -Cal shall pay for the use of 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 Yu -Cal by the fifth day of each calendar month for costs incurred during the prior month. Yu -Cal 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 owned properties shall be subject to the CITY's standard fees and charges in effect, including a 50% discount on other FACILITIES.
Section IV. PARTY Representatives.
The CITY's representative for this AGREEMENT is Megan Wolfe, Director of Community Services, or her written designee. Yu-Cal's representative for this AGREEMENT is Marc Gallo 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, Yu -Cal shall provide the CITY with the following documentation that confirms Yu -Cal 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, Yu -Cal shall maintain its 501(c)(3) non-profit status in good standing (Exhibit Q. • Evidence of good standing with the California Attorney General's Registry of Charitable Trusts.
Section VI. Yu -Cal Obligations during PROGRAM.
During the term of this AGREEMENT:
Yu -Cal 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. Yu -Cal shall designate and utilize one representative, and one alternate representative authorized to act on Yu-Cal's behalf with respect to all PROGRAM concerns and/or issues that may arise at the FACILITIES.
3. Yu -Cal 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
CITY of Yucaipa
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. Yu -Cal shall be responsible for the conduct of all Yu -Cal 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. Yu -Cal 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. Yu -Cal 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: Yu -Cal 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 Yu-Cal'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 Yu -Cal for the purpose of marketing the PROGRAM, at locations and on social media platforms approved by CITY.
8. Yu -Cal shall in good faith and with reasonable diligence, develop and offer programs that reflect community needs. During the term of this AGREEMENT, Yu -Cal 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 Yu -Cal 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 Yu -Cal will not be charged for use.
10. Yu -Cal 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. Yu -Cal 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. Yu -Cal 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. Yu -Cal shall be responsible for making sure that none of its PARTICIPANTS access any of the FACILITIES at which Yu -Cal has determined there is an unsafe condition.
12. Yu -Cal shall be responsible for all damages incurred to the FACILITIES at any time the PROGRAM is occurring.
13. Yu -Cal 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 Yu -Cal 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 Yu -Cal 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 Yu -Cal.
Notwithstanding the above, this paragraph shall not apply to Yu-Cal'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 Yu -Cal and may be removed by Yu -Cal on or before the EXPIRATION DATE of this AGREEMENT.
Section VII. Independent Contractor Status.
1. In the performance of this AGREEMENT, Yu -Cal is and shall always remain as to the CITY an independent contractor. As an independent contractor, Yu -Cal and its PARTICIPANTS, are not employees of the CITY, and are not members of the personnel systems of the CITY. As such, Yu -Cal 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.
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CITY of Yucaipa
b. 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 Yu -Cal, or any of its PARTICIPANTS represent orally or in writing that Yu -Cal is a CITY program or activity, or that any PARTICIPANT or any of Yu-Cal's board members, officers, employees, agents, or volunteers are employees of the CITY. At no time during the term of this AGREEMENT shall Yu -Cal or any of Yu -Cal 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.
Yu -Cal shall not use the CITY's logo/seal without the prior written consent of the CITY.
Section IX. No Assignment.
1. Yu -Cal 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. Yu -Cal 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.
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 Yu -Cal.
Section XI. Insurance Requirements.
1. Yu -Cal 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 Yu -Cal, 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. Yu -Cal shall provide the following scope and limits of insurance:
a. MINIMUM SCOPE OF INSURANCE. Yu -Cal 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 Yu -Cal 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 Yu -Cal 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 Yu -Cal. 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 Yu -Cal 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 Yu-Cal'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 Yu-Cal'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
CITY, its officers, officials, employees, or volunteers shall be in excess of the Yu-Cal's insurance and shall not contribute with it.
Notice of Cancellation Yu -Cal 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, Yu -Cal shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrogation Yu -Cal hereby grants to CITY a waiver of any right to subrogation which any insurer of said Yu -Cal may acquire against CITY by virtue of the payment of any loss under such insurance. Yu -Cal 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 Yu -Cal 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 Yu -Cal 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 Yu-Cal'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 Yu -Cal 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.
8 CITY of Yucaipa
Section XII. Indemnification.
1. To the fullest extent permitted by law, Yu -Cal 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 Yu -Cal or sub Yu-Cal's), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert Yu-Cal'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 this Agreement by Yu -Cal, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. Yu-Cal'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. Yu -Cal agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every sub Yu -Cal, subcontractor or any other person or entity involved by, for, with or on behalf of Yu -Cal in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Yu -Cal fails to obtain such indemnity obligations from others as required here, Yu -Cal 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 Yu -Cal 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
1 CITY of Yucaipa
(909) 797-2489 ext. 241
[email protected]
TO Yu -Cal: Yu -Cal Football and Cheer Inc.
11837 Douglas St.,
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. The CITY may, at any time, terminate the AGREEMENT immediately with or without cause upon giving written notice to Yu -Cal pursuant to Section XIII.
2. Termination by Yu -Cal. Should Yu -Cal, 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, Yu -Cal 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. Yu -Cal shall leave the FACILITIES in good condition, ordinary wear and tear excepted. Concurrently therewith, Yu -Cal shall remove all non - fixed equipment and other personal property of Yu -Cal from the FACILITIES.
Section XVI. Non -Discrimination.
Yu -Cal 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. Yu -Cal 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. Yu -Cal shall include the non- 10 CITY of Yucaipa
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. Yu -Cal shall have no power to obligate or bind the CITY in any manner whatsoever. Further, under no circumstances shall Yu -Cal 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 Yu -Cal the power to be an agent of the CITY or an actor under the color of law, be it civilly or criminally.
Section XVIII. General Provisions.
1. Amendment or Modifications. This AGREEMENT may only be amended or modified only by an agreement in writing executed by all of the PARTIES to this AGREEMENT.
2. Waiver. No waiver by any PARTY nor any breach of any term or provision of this AGREEMENT shall be construed to be, nor be, a waiver of any preceding, concurrent or succeeding breach of the same, or any other term or provision hereof.
3. Binding Agreement. It is mutually understood and agreed that this AGREEMENT shall be binding upon the CITY and its successors and assigns, and upon Yu -Cal its partners, successors, executors, administrators, and assigns.
4. Attorney's Fees. In the event of any action between CITY and Yu -Cal seeking enforcement of any of the terms and conditions of this AGREEMENT, the prevailing PARTY in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.
5. Applicable Law. California law shall govern the interpretation and enforcement of this AGREEMENT.
6. Jurisdiction and Venue. 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
CITY of Yucaipa
AGREEMENT and to perform its obligations and requirements set forth in this AGREEMENT.
8. Neutral Interpretation and Construction. This AGREEMENT is deemed to have been prepared by each of the PARTIES hereto, and any uncertainty and ambiguity herein shall not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California.
9. Headings and Titles. The headings, subheadings and numbering of the different paragraphs of this AGREEMENT are inserted for convenience and for reference only and shall not be considered for any purpose in construing this AGREEMENT.
10. Entire Agreement and Integration. This AGREEMENT contains the entire AGREEMENT and understanding among the PARTIES hereto, and constitutes a single integrated written contract expressing the entire AGREEMENT of the PARTIES hereto relative to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by any PARTY hereto, except as specifically set forth in this AGREEMENT. This AGREEMENT supersedes all prior agreements and understandings relating to its subject matter. Each of the PARTIES represents that it is not relying, and has not relied, on any representation or statement made by any other PARTY with respect to the facts involved in this AGREEMENT or 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.
13. Time of the Essence. Time is of the essence for each and every provision of this Agreement.
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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
Jennifer Crawford, Interim City Manager Date
Yu -Cal, a California non-profit public benefit
corporation
Marc Gallo
Date
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