HomeMy WebLinkAboutContract 1941 DENNIS KEAT SOCCER PARK
OPERATION, MAINTENANCE AND USE AGREEMENT
BETWEEN
AMERICAN YOUTH SOCCER ORGANIZATION
REGION 1200
AND
CITY OF CATHEDRAL CITY
THIS OPERATION, MAINTENANCE AND USE AGREEMENT (the "Agreement")
is made and entered by and between the CITY OF CATHEDRAL CITY, a municipal
corporation (hereinafter referred to as the "City"), and the AMERICAN YOUTH SOCCER
ORGANIZATION — REGION 1200, a nonprofit organization created under the laws of the
State of California (hereinafter referred to as "AYSO"), concerning the operation,
maintenance and use of fields and facilities known for purposed of this Agreement as the
Dennis Keat Soccer Park located at 69-400 30th Avenue, Cathedral City, California
(hereinafter referred to as the "Park").
RECITALS
WHEREAS, the City owns the Park and wishes to enter into this Agreement with
AYSO to provide for operations and programing for youth soccer at the Park and for the
maintenance of the fields and facilities of the Park; and
WHEREAS, it is the intent of the parties that by entering into this Agreement, that
youth sports programs and other events in the City will be promoted and enhanced and
the Park will be sufficiently operated and maintained; and
WHEREAS, it is the intent of the parties to provide the optimum beneficial use of
the Park and to cooperate in the performance of their obligations under this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS,
CONDITIONS AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1 RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into
this Agreement by this reference, as though set forth herein.
Section 2 TERM
This Agreement shall become effective upon execution by the parties ("Effective
Date") and shall last for a period of (2) years, unless said Agreement is otherwise
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extended in writing by both Parties or otherwise terminated by either Party pursuant to
this Agreement prior to said expiration date. The Parties may mutually agree in writing to
extend the Term of this Agreement by two additional two-year extensions. The Term
extension may be approved by the City Manager without separate approval by the City
Council.
Section 3 EVENT AND ACTIVITY SCHEDULING
During the Term of this Agreement, the City shall schedule all uses of the Park
fields and facilities in accordance herewith.
From September 1, 2021, through June 30, 2022, during the scheduled days and
times set forth in Exhibit A, AYSO shall have primary use of the Park, except for the
portion of the Park marked as Field 1 on Exhibit B, which is attached hereto and
incorporated herein.
On or before March 1 during the term of this Agreement, AYSO shall provide the
City with a proposed schedule and identify the specific fields to be use (as laid out on
Exhibit B) for the upcoming Fall Season and Spring Season. The intensity of use during
the term of this Agreement shall be substantially similar to the use for Fall 2021 Season
and Spring 2022 Season. Each year the Parties shall meet and confer in good faith
regarding any concerns the City or AYSO may have regarding the proposed schedule or
proposed field usage. After meeting and conferring and resolving all issues, the City shall
approve a mutually agreed upon schedule and field usage plan.
During the term of this Agreement, any fields (as identified on Exhibit B) not being
used by AYSO during their Fall or Spring Season shall be designated as "Third Party Use
Areas." From September 1 through June 30, use of the Third Party Use Area by other
parties shall be permitted and scheduled at the sole discretion of the City. During the
days and times that AYSO is not scheduled to use the Park in accordance with Exhibit A,
at the sole discretion of the City, the City may permit and schedule use of the Park by
third parties. The City shall inform AYSO of all scheduled third party uses of the Park.
From July 1 through August 31, third parties may use the Park as permitted and
scheduled at the sole discretion of the City. Third party usage that requires use of the
restroom's facilities may require a special use permit including related deposits and fees.
Third party users will also be required to strictly adhere to the City's insurance
requirements with the City and AYSO being indemnified and named as additional
insureds by the third party.
Section 4 PERMITTED USES OF THE PARK
The Park shall be used by AYSO solely for the purpose of operating a youth soccer
program and fundraising activities undertaken by AYSO in support of its youth soccer
program.
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The City may permit third parties to use the Park for other purposes in its sole and
complete discretion, provided it does not conflict with AYSO's use as set forth in Section
3.
Section 5 MAINTENANCE RESPONSIBILITIES OF THE CITY
From June 1 through October 31, the City shall perform the maintenance
obligations set forth in Section 6 of this Agreement. Additionally, during the Term of this
Agreement, the City shall use all reasonable efforts to perform the following maintenance
obligations at times so as to cause limited or no interference with AYSO's use of the Park:
(a) Purchase and periodically apply fertilizer to the fields and landscaping as
needed; and
(b) Maintain any signs in good repair. If needed, the City also has the obligation
to repair or replace any sign; and
(c) Replace sod and over seed as needed on the soccer fields; however, such
work may be postponed or indefinitely delayed by the City, in the City's,
discretion in the event of draught conditions or orders to conserve water; and
(d) Replace trees, shrubs and park furniture as needed; and
(e) Maintain all lighting in good working condition and replace and repair
lighting as needed; and
(f) Maintain major structural components of the Park, including but not limited
to any main buildings, the parking lot asphalt, and water and sewer mains and irrigation
pumps and mains.
(g) Re-stripe the parking lot as needed
(h) Install and maintain signs conspicuously placed at the Park indicating to the
public the schedule of use of all fields and facilities. The signs shall be
continuously updated with current schedules of use at all times.
(i) Open and close the restrooms daily.
No more than 30 days prior to October 31, each year during the term of this
Agreement, the City and AYSO shall meet and confer to discuss the City's compliance
with its maintenance responsibilities as set forth in this Section 5. Any outstanding
obligations of the City shall be completed by the City on or before a date mutually agreed
upon by the parties during the meet and confer. Nothing in this provision shall prohibit the
Parties from meeting and conferring additional times during the term of this agreement
regarding their respective obligations.
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Section 6 MAINTENANCE RESPONSIBILITIES OF AYSO
From November 1 through May 31, AYSO shall use all reasonable efforts to
perform the following maintenance obligations from during the Term of this Agreement:
(a) Maintain all fields and facilities of the Park, at its own expense and with
AYSO's own equipment, in good satisfactory condition and in compliance with all
applicable regulations.
(b) Maintain all landscaping in the Park including, but not limited to, mowing the
turf bi-weekly. As part of the bi-weekly mowing and turf maintenance the following tasks
must be completed:
1. Edge trim along all sidewalks, walkways, and concrete surfaces.
2. Edge trim around all irrigation valve boxes, electric boxes and risers in the turf
areas.
3. Sweep Parking Lot curb and gutter after each mowing.
4. Remove all turf which has overgrown within and around valve boxes and irrigation
boxes.
5. Edge trim along planting beds and remove all/Bermuda grass that has grown into
the planting beds.
6. Rolling sod as needed and/or as directed by the City.
7. Back fill all divots immediately.
(c) Ensure that all irrigation systems in the Park are functioning properly,
including, but not limited to, repairing and/or replacing sprinkler heads, risers, pipe, timers,
valves, controls, and assorted parts. Further, AYSO shall repair any broken irrigation
parts within twelve (12) hours of any call from the public and/or the City.
(d) Inspect turf areas for broken irrigation heads after each mowing and inspect
system for leaks at least once per week and repair leaks discovered immediately.
(e) Trim trees and shrubs as needed and/or as directed by the City, but in no
event, less frequently than once per year.
(f) Regularly remove trash, refuse, litter, and debris from the Park properly as
needed to maintain the health and welfare of the Park and its visitors.
(g) Maintain restrooms, concession stand area, park benches and drinking
fountains at the Park in a clean, sanitary, safe and working condition at all times including,
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(6) AYSO shall not at any time or in any manner represent that it or any
of its officers, employees, or agents are "employees" of the City.
(7) City is not responsible for any damages to equipment or storage
facilities owned and operated by AYSO. Storage facilities' locations will be approved by
the City prior to placement.
(b) The City represents and acknowledges the following:
(1) AYSO is solely responsible for determining who, under the
supervision or direction of AYSO, will perform the services set forth in this Agreement.
(2) The City will not hire, supervise, or pay any assistants working for
AYSO pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that AYSO
must maintain any contractual relationship with the City on a continuing basis after
termination of this Agreement.
(4) AYSO is not required to devote full time to the business operations
of the City in order to perform the services set forth in this Agreement.
(5) AYSO is not required to perform the services set forth in the
Agreement in any particular order or sequence.
(6) Nothing in this Agreement shall be interpreted to preclude AYSO
from working for other persons or firms, provided that such work does not create a conflict
of interest.
Section 10 NOT AGENT OF THE CITY
(a) Nothing contained in this Agreement shall be deemed, construed, or
represented by the City or AYSO or by any third person to create the relationship of
principal and agent.
(b) AYSO shall have no authority, expressed or implied, to act on behalf of the
City in any capacity whatsoever as an agent, nor shall AYSO have any authority,
expressed or implied, to bind the City to any obligation whatsoever.
Section 11 QUALIFICATIONS
AYSO represents that it has obtained and will always maintain during the term of
this Agreement all professional and/or business licenses, training, certifications and/or
permits necessary for performing the services and obligations described in this
Agreement.
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but not limited to, cleaning the restrooms facilities and locking and unlocking the restroom
facilities during business hours each day in accordance with the following schedule:
1. Remove trash at the end of each day from the restrooms and/or
concession stand areas.
2. Scrub and sanitize, using a product approved by the City, restroom
floors, walls, and fixtures, drinking fountains and park benches at the
end of each day.
3. The concession stand area will need to be scrub and sanitized, using
a product approved by the City, on those days the concession stand
is in use.
(h) Inspect exterior of building for visible signs of vandalism and graffiti.
Immediately report all vandalism and graffiti using the City's GoRequest APP.
(i) Maintain all fields and facilities of the Park in such a manner as they shall
at no time constitute a public or private nuisance.
(j) Ensure that all fields and facilities of the Park remain clean and in good
condition after each use by any group or organizations.
(k) Submit Monthly Maintenance Logs in a format approved by the City.
Maintenance logs should be submitted to the City's Public Works Manager by the 10th of
each month.
(I) Limit the field lighting from dusk to 9:00 pm nightly during the soccer
season.
(m) Limit the parking lot lighting from dusk to 10:00 pm nightly.
AYSO's maintenance obligations under this Section 6 are limited to acts or
omissions caused by AYSO's use of the Park, and to the use of the Park by third parties
that is of similar intensity as AYSO's use. The City shall be responsible for the
maintenance and repair of the Park and Park facilities caused as a result of excessive or
extraordinary use by third parties or the City that is not of similar intensity as AYSO.
No more than 30 days prior to May 31, each year during the term of this
Agreement, the City and AYSO shall meet and confer to discuss the AYSO's compliance
with its maintenance responsibilities as set forth in this Section 6. Any outstanding
obligations of the AYSO shall be completed by the AYSO on or before a date mutually
agreed upon by the parties during the meet and confer. Nothing in this provision shall
prohibit the Parties from meeting and conferring additional times during the term of this
agreement regarding their respective obligations.
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Section 12 WARRANTY
AYSO warrants that all services will be performed in a competent, professional,
and satisfactory manner in accordance with standards prevalent in the industry for such
services.
Section 13 FAMILIARITY WITH WORK
(a) By executing this Agreement, AYSO warrants that (1) it has thoroughly
investigated and considered the work to be performed, (2) it has investigated the issues,
regarding the services to be provided, (3) it has carefully considered how the work should
be performed, and (4) it fully understands the facilities, difficulties and restrictions of
performing the work under this Agreement.
(b) Should AYSO discover any latent or unknown conditions materially differing
from those inherent in the work or as represented by the City, it shall immediately inform
the City of such fact and shall not proceed except at AYSO's risk until written instructions
are received from the City Manager or his or her designee.
Section 14 CONFLICTS OF INTEREST
AYSO covenants that it does not have any interest, nor shall it acquire an interest,
directly or indirectly, which would conflict in any manner with the performance of its
services under this Agreement.
Section 15 NONDISCRIMINATION
(a) AYSO shall comply with the City's employment related nondiscrimination
policies as set forth in the City's Municipal Code, as it may be amended from time to time.
(b) AYSO acknowledges that the City's employment-related nondiscrimination
policies prohibit discrimination based on an individual's sex, marital status, race, color,
religion, ancestry, national origin, physical handicap, sexual orientation, and domestic
partnership status.
Section 16 COMPLIANCE WITH LAWS
AYSO shall comply with all local, state, and federal laws and regulations applicable
to the services required hereunder, including any rule, regulation or bylaw governing the
conduct or performance of AYSO and/or its employees, officers, or board members.
Section 17 INSURANCE REQUIREMENTS
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Section 7 PAYMENT FOR ELECTRICAL AND WATER CHARGES
(a) The City shall pay for the costs of domestic water provided to the Park by
the Coachella Valley Water District ("CVWD") and sewer service charges; and
(b) AYSO shall reimburse the City up to a total amount of Seven Thousand
Dollars ($7,000) per year for charges incurred from electricity services at the Park
currently provided by Southern California Edison. Specifically, AYSO shall pay for the
first $7,000 in electricity charges incurred within a year. and the City shall pay any
remaining balance above $7,000 per year. If the electricity charges are less than $7,000
for a certain year, the remaining balance shall be applied toward the domestic water costs
related to the facility.
Section 8 INSPECTION OF PARK
During all periods of operation the Parties shall have the right to enter any and all
facilities and fields of the Park at any time in the City's absolute discretion to conduct an
inspection. AYSO's right to enter facilities located on the Park shall be limited to regular
business hours.
Section 9 REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR'S STATUS
OF AYSO
(a) AYSO represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to
AYSO or its employees in order for AYSO to perform the services described in this
Agreement.
(2) Performance of services described in this Agreement does not have
to be integrated into the daily business operations of the City.
(3) AYSO can perform the services described in this Agreement without
the use of City equipment, materials, or tools unless otherwise provided under a separate
agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the City
must maintain any contractual relationship with AYSO on a continuing basis after
termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability
for the direct payment of any salary, wage or other such compensation to any person
employed by AYSO to perform the services described in this Agreement.
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AYSO shall procure and maintain at its own expense, during the stated soccer
season and for specified dates and times, during the Term of this Agreement,
comprehensivegeneral liabilityinsurance of not less than One Million Dollars
p
($1,000,000) combines single limit per occurrence, and Two Million Dollars ($2,000,000)
in the aggregate, for bodily injury, personal injury, death, lose or damage resulting from
the wrongful or negligent acts by AYSO or its officers, employees, servants, volunteers
and agents and independent contractors. AYSO shall further procure and maintain at its
own expense, during the Term of this Agreement, commercial vehicle liability insurance
covering personal injury and property damage, of not less than One Million Dollars
($1,000,000) combines single limit per occurrence, covering any vehicle utilized by AYSO
or its officers, employees, servants, volunteers and agents and independent contractors
in performing the services required by this Agreement.
AYSO shall procure and maintain at its own expense, during the Term of this
Agreement, property liability insurance in an amount equal to the full insurable value of
all fixtures and equipment owned or belonging to AYSO located or used in the Park to
protect against damage or destruction by fire, theft or other elements.
Section 18 WORKERS' COMPENSATION INSURANCE
(a) To the extent applicable under California law, AYSO shall procure and
maintain at its own expense, during the term of this Agreement, workers' compensation
insurance, providing coverage as required by the California State Workers' Compensation
Law.
(b) If any class of employees employed by AYSO pursuant to this Agreement
is not protected by the California State Workers' Compensation Law, AYSO shall provide
adequate insurance for the protection of such employees to the satisfaction of the City.
Section 19 LIABILITY INSURANCE
AYSO shall procure and maintain through the entire Term of this Agreement errors
and omissions, professional liability, or directors and officers insurance in an amount
deemed acceptable by the City Manager.
Section 20 ERRORS AND OMISSIONS
AYSO shall procure and maintain through the entire Term of this Agreement errors
and omissions and professional liability insurance in an amount acceptable by the City
Manager.
Section 21. ADDITIONAL NAMED INSURED
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Notwithstandinganyinconsistent statement in anyrequired insurance policies or
q
any subsequent endorsements attached thereto, the protection offered by all policies,
except for Workers' Compensation, errors and omissions, professional liability or directors
and officers coverage, shall bear an endorsement whereby it is provided that, the City
and its officers, employees, servants, volunteers and agents and independent
contractors, including without limitation, the City Manager and City Attorney, are named
as additional insureds, and AYSO shall be named as an additional insured in each policy
of third parties that are issued a permit to use the Park by the City.
Section 22 WAIVER OF SUBROGATION RIGHTS
AYSO shall require the carriers of all required insurance policies to waive all rights
of subrogation against the City and its officers, volunteers, employees, contractors, and
subcontractors.
Section 23 PROOF OF INSURANCE COVERAGE
(a) AYSO shall secure from a good and responsible company or companies
authorized to do insurance business in the State of California the policies of insurance
required by this Agreement and furnish to the City Clerk certificates of said insurance on
or before the commencement of the term of this Agreement.
(b) The certificates of insurance shall bear an endorsement whereby it is
provided that, in the event of cancellation or amendment of any required insurance policy
for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less
than thirty (30) calendar days before the cancellation or amendment is effective.
(c) The certificates of insurance shall bear an endorsement whereby it is
provided that the respective insurance policy shall not be terminated or expire without first
providing (30) calendar days' written notice to the City of such termination or expiration.
(d) The certificates of insurance shall indicate that the respective insurance
policy will be maintained throughout the Term of this Agreement.
(e) Within thirty (30) calendar days of the execution of this Agreement, AYSO
shall furnish certified copies of all required insurance policies and endorsements.
Section 24 TERMINATION OR SUSPENSION
(a) This Agreement may be terminated or suspended without cause by either
Party at any time provided that the respective party provides the other Party at least thirty
(30) calendar days' written notice of such termination or suspension, provided that any
such notice from the City may not result in a termination prior to the conclusion of the then
current playing season.
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a. Notwithstanding the provision of Section 24(a), the City may assign
this Agreement to the Desert Recreation District as part of the
transfer of operations of the Facility to Desert Recreation District,
provided the Desert Recreation District agrees to assume the
obligations and benefits of this Agreement for the remainder of the
Agreement.
(b) This Agreement may be terminated or suspended with cause by either Party
at any time provided that the respective Party provides the other Party at least ten (10)
calendar days' written notice of such termination or suspension; provided that such other
Party shall have the opportunity to cure such default within such 10-day period.
(c) In the event of a termination of this Agreement under this Section, AYSO
shall provide all documents, reports, data or other work product developed in performance
of the services of this Agreement in connection with the maintenance obligations of AYSO
to the City, within ten (10) calendar days of such termination and without additional charge
to the City.
Section 25 TIME OF THE ESSENSE
Time is of the essence in the performance of this Agreement.
Section 26 INDEMNIFICATION
(a) AYSO shall defend, indemnify and hold harmless the City, its officers,
employees, representatives and agents, from and against those actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and
attorneys' fees, for any personal injuries, deaths, property damage (including property
owned by the City) which may arise out of AYSO, its officers, employees, representatives,
volunteers, and agents' negligent or intentional performance of the services described in
this Agreement, unless such losses or damages are proven to be caused by the City's
own negligence or that of its officers or employees or by third parties.
(b) The City does not, and shall not, waive any rights that it may have against
AYSO under this Section, because of the acceptance by the City, or the deposit with the
City, of any insurance policy or certificate required pursuant to this Agreement. The hold
harmless and indemnification provisions of this Section shall apply regardless of whether
said insurance policies are determined to be applicable to the claim, demand, damage,
liability, loss, cost or expense described herein.
(c) The City shall defend, indemnify and hold harmless AYSO, its officers,
employees, representatives and agents, from and against those actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and
attorneys' fees, for any personal injuries, deaths, property damage (including property
owned by the City) which may arise out of the City's negligence or use of the Park.
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Section 27 REPORTS
AYSO shall prepare and submit to the City Manager or his or her designee the
following reports at the times prescribed for each:
1 . Monthly Maintenance and Inspection Logs
a. Format of maintenance and inspection logs need to be approved by
the City
b. Maintenance and Inspections Logs need to be submitted by the 10th
day of each month to the City's Public Works Manger.
2. Annual Financial Report
a. Submit annual report, in a format approved by the City, by March 31st
of each year, demonstrating AYSO's ability to perform the obligations
set forth herein.
3. Annual AYSO Schedule
a. Submit annual AYSO Season Schedule to the Public Works
Manager by March 1St of each year.
Section 28 RECORDS
AYSO shall keep such books and records as shall be necessary to perform the
maintenance obligations required by this Agreement and enable the City Manager or his
or her designee to evaluate the cost and the performance of such services. The City
Manager or his or her designee shall have full and free access to such books and records
at all reasonable times during normal business hours, including the right to inspect, copy,
audit, and make records and transcripts from such records.
Section 29 OWNERSHIP OF DOCUMENTS
Upon completion of any document or report relating to maintenance required to be
provided by AYSO to the City in the, course of performing any of the services described
in this Agreement, or upon earlier termination of this Agreement shall become the sole
property of the City and may be used and/or reused on any other project by the City
without the permission of AYSO.
Section 30 CONFIDENTIALITY
(a) Any and all documents and information obtained from the City or prepared
by AYSO for the City shall be kept strictly confidential unless otherwise provided by law.
(b) The drawings, specifications, reports, records, documents and other
materials prepared by AYSO in the performance of services under this Agreement shall
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not be released publicly without the prior written approval of the City Manager or as
required by law.
(c) AYSO shall not disclose to any other entity or person any information
regarding the activities of the City, except as required by law or as authorized by the City.
Section 31 PRINCIPAL REPRESENTATIVES
(a) The AYSO Regional Commissioner and Jim Engel, AYSO Director of
for region 1H, is designated as the principal representatives of AYSO for purposes of
communicating with the City on any matter associated with the performance of the
services set forth in this Agreement.
(b) The City Manager or his or her designee shall be the principal
representative of the City for purposes of communicating with AYSO on any matter
associated with the performance of the services set forth in this Agreement.
(c) Either party may designate another individual as its principal representative
by giving written notice of such designation to the other party,
(d) It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing principals shall be responsible during the Term of this
Agreement for directing all activities of AYSO and devoting sufficient time to personally
supervise the services hereunder.
Section 32 MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed
by both Parties.
Section 33 ENTIRE AGREEMENT
(a) This Agreement supersedes any and all other agreements, either oral or
written, between the City and AYSO with respect to the subject matter of this Agreement.
(b) This Agreement contains all of the covenants and agreements between the
Parties with respect to the subject matter of this Agreement, and each Party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements have been made by or on behalf of any Party except those covenants and
agreements embodied in this Agreement.
(c) No agreement. statement, or promise not contained in this Agreement shall
be valid or binding.
Section 34 AMBIGUITIES
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This Agreement is in all respects intended by each Party hereto to be deemed and
construed to have been jointly prepared by the Parties and the Parties hereby expressly
agree that any uncertainty or ambiguity existing herein shall not be interpreted against
either of them. Except as expressly limited by this paragraph, all the applicable rules of
interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of
this Agreement.
Section 35 NOTICES
(a) Any notice to be provided pursuant to this Agreement shall be in writing,
and all such notices shall be delivered by personal service or by deposit in the United
States mail, certified or registered, return receipt requested, with postage prepaid, and
addressed to the Parties as follows:
To AYSO: 11/4TMe—c r) �o REA P
36f5"P5 (.0 i764-6-10i4J .
C-Arli DP,4 &Tc,4 croz3q
loRe--41777yJ ePTC.Lo0 D. co
To the City: Attention: City Manager
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
Telephone No. 760-770-0387
Facsimile No. 760-770-0399
With a copy to: Attention: City Attorney
Burke, Williams, & Sorensen, LLP
1600 Iowa Avenue, Suite 250
Riverside, CA 92507-7426
(b) Notices, payments, and other documents shall be deemed delivered upon
receipt by personal service or as of the second (2"d) day after deposit in the United States
mail.
Section 36 NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of the City shall be personally liable to AYSO, or any
successor in interest, in the event of any default or breach by the City or for any amount
which may become due to AYSO or to its successor, or for any breach of any obligation
of the terms of this Agreement.
Section 37 REVIEW BY ATTORNEYS
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Each Party hereto has had its attorneys review this Agreement and all related
documents. Each Party hereto has consulted with its attorneys and has negotiated the
terms of this Agreement based on such consultation.
Section 38 WAIVER
(a) No waiver shall be binding, unless executed in writing by the Party making
the waiver.
(b) No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision.
(c) Failure of either Party to enforce any provision of this Agreement shall not
constitute a waiver of the right to compel enforcement of the remaining provisions of this
Agreement.
Section 39 ASSIGNMENT
(a) The experience, knowledge, capability, and reputation of AYSO, its
principals and employees were a substantial inducement for the City to enter into this
Agreement.
(b) This Agreement shall not be assigned by either Party without prior written
consent of the other Party.
Section 40 CARE OF WORK
The performance of services by AYSO shall not relieve AYSO from any obligation
to correct any incomplete, inaccurate. or defective work at no further cost to the City,
when such inaccuracies are due to the negligence of AYSO.
Section 41 CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for
identification purposes only and shall not be interpreted to limit or define the content of
the provisions described under the respective caption or heading.
Section 42 SUCCESSORS, HEIRS and ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding
upon the successors, endorsees, assigns, heirs, and personal representatives of each of
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the Parties to this Agreement and, likewise, shall inure to the benefit of the successors,
endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 43 GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine,
feminine and neuter genders and the singular and the plural shall include one another.
Section 44 SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections contained
herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the
same shall be deemed severable from the remainder of this Agreement and shall not
affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or
sections contained herein.
Section 45 GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the
rights and duties of the Parties under this Agreement, shall be construed pursuant to and
in accordance with California law.
Section 46 DEFAULT
(a) Failure or delay by any Party to this Agreement to perform any material term
or provision of this Agreement shall constitute a default under this Agreement; provided
however, that if the Party who is otherwise claimed to be in default by the other Party
commences to cure, correct or remedy the alleged default within fifteen (15) calendar
days after receipt of written notice specifying such default and shall diligently complete
such cure, correction or remedy, such Party shall not be deemed to be in default
hereunder.
(b) The Party which may claim that a default has occurred shall give written
notice of default to the Party in default, specifying the alleged default. Delay in giving
such notice shall not constitute a waiver of any default nor shall it change the time of
default; provided, however, the injured Party shall have no right to exercise any remedy
for a default hereunder without delivering the written default notice, as specified herein.
(c) Any failure or delay by a Party in asserting any of its rights or remedies as
to any default shall not operate as a waiver of any default or of any rights or remedies
associated with a default.
(d) If a default of any Party to this Agreement remains uncured for more than
fifteen (15) calendar days following written notice, as provided above, a "breach" shall be
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deemed to have occurred. In the event of a breach, the injured Party shall be entitled to
seek any appropriate remedy for damages by initiating legal proceedings.
Section 47 CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the Parties are cumulative and the exercise
by either Party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times. of any other rights or remedies for the same default
of any other default by the other Party.
Section 48 VENUE
All proceedings involving disputes over the terms, provisions, covenants or
conditions contained in this Agreement and all proceedings involving any enforcement
action related to this Agreement shall be initiated and conducted in the applicable court
or forum in Riverside County, California.
Section 49 ATTORNEY'S FEES
If any action, suit or proceeding is brought for the enforcement of, or the declaration
of any right or obligation pursuant to this Agreement or as a result of any alleged breach
of any provision of this Agreement, the prevailing Party in such suit or proceeding shall
be entitled to recover its costs and expenses, including reasonable attorney's fees, from
the losing Party, and any judgment or decree rendered in such a proceeding shall include
an award thereof.
Section 50 EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized
representative(s) of AYSO, and approved by the City Council, approved as to form by the
City Attorney, and executed by the City Manager.
Section 51 REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
(a) Each Party to this Agreement hereby represents that all necessary and
appropriate actions of its governing body have been taken to make this Agreement a
binding obligation of each of the Parties hereto.
(b) The persons executing this Agreement warrant that they are duly authorized
to execute this Agreement on behalf of and bind the Parties each purport to represent.
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[THIS PORTION IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of the dates written below.
City of Cathedral City: American Youth Soccer
Organization, Region 1200:
-
BY: B .' B mow ---
Charlie McClendon, City Manager ame, xe utive Director, or
equivalent title]C /ie1SSro/O7/Z
ATTEST: By:
[Name, President, or equivalent
tile]
IIS
By: . . . 41-4 By:
Tracey F rtinez,'City Clerk ' [name, Chief Financial Officer
or Treasurer]
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APPROVED AS TO FORM:
By:
Eric S. Vail, City Attorney
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EXHIBIT A
AYSO USE SCHEDULE
Fall 2021 Season:
• September 18 - Training for coaches (all day use)
• September 25 - Training for referees and team distribution (all day use)
• September 26 - Uniform pick up (all day use)
• September 27 — February 26: Team practices Monday through Thursday
6:00 PM till 9:00 PM
• October 2 - Picture day (all day use)
• October 9 - February 26: Games every Saturday 8:00 AM until 4:00 PM.
• AYSO will not use the Park from November 21 through November 28 and
December 19 through January 2.
Spring 2022 Season:
• March 7 — June 25: Team practices Monday through Thursday 6:00 PM till
9:00 PM
• March 12 — June 25: Games every Saturday 8:00 AM till 2:00 PM
• AYSO will not use the Park from May 22 through May 30
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EXHIBIT B
AYSO USE AREA
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