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2010R67-Schertz Soccer Alliance RESOLUTION NO. 10-R-67 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING RENEWAL OF THE PUBLIC FACILITY LICENSE AGREEMENT WITH SCHERTZ YOUTH SOCCER ALLIANCE, :AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the "City Council") of the City of Schertz (the "City") previously authorized the City to enter into a Public Facility License Agreement dated as of March 31, 2009 with Soccer Association for Youth of San Antonio, Greater Randolph Area Youth Soccer Association, and SA Lions Futball Inc., relating to utilization of the City's soccer fields at 75 Maske Road, as amended by an Amended and Restated Public Facility License Agreement dated as of July 27, 2010 (the "License Agreement") between the City and Schertz Youth Soccer Alliance, a Texas non-profit corporation (the "Soccer Alliance"); WHEREAS, the City desires to amend, renew, and extend the License Agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Public Facility License Agreement with the Soccer Alliance in substantially the form set forth on Exhibit A. Section 2. .The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by chapter 551, Texas Government Code, as amended. 50352162.1 EXHIBIT A PUBLIC FACILITY LICENSE AGREEMENT See attached 50352162.1 A-1 Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 19t'' day of October, 2010. CI OF CHERTZ, TEXAS Mayor ST: i y Secretary (CITY SEAL) 50352162.1 PUBLIC FACILITY LICENSE AGREEMENT This Public Facility License Agreement (this "Agreement") dated and effective as of October 19, 2010 (the "Effective Date") is between the City of Schertz, Texas, a Texas home rule city (the "City"), and Schertz Youth Soccer Alliance, a Texas non-profit corporation (the "Soccer Alliance"). The City and Soccer Alliance is each a "Party" and they are, together, the "Parties". RECITALS WHEREAS, the City owns and operates various properties for the use and benefit of its citizens, including a current complex of twelve soccer fields and an adjacent parking lot located on approximately 42 acres at 75 Maske Road, Schertz, Texas (the "City Soccer Fields"); WHEREAS, the Soccer Alliance is organized for the purpose of providing organized youth soccer and other recreational services activities to the youth of the City and surrounding areas; WHEREAS, this Agreement amends, renews, and extends the Amended and Restated Public Facility License Agreement dated as of July 27, 2010 between the City and the Soccer Alliance; WHEREAS, the City and the Soccer Alliance desire to enter into this Agreement to support youth athletic programs on behalf of the City; and NOW, THEREFORE, the City and the Soccer Alliance agree as follows: ARTICLE I PURPOSE 1.01 Purpose. The purpose of this Agreement is to establish the terms and conditions under which the Soccer Alliance will use the City Soccer Fields and other property described in Section 2.01 below, for the operation of its component organizations' recreational services for the youth of the City and related activities. ARTICLE II LICENSE 2.01 Licensed Property. In consideration of the obligations herein contained to be performed by the Soccer Alliance, the City hereby grants to the Soccer Alliance a nonassignable, revocable license to use (a) the City Soccer Fields, and (b) all City-owned improvements and equipment located on the City Soccer Fields on the date hereof and described on Exhibit A (together, the "Licensed Property"). 2.02 Cites. The City shall have exclusive use of the Licensed Property from July 1 through July 6 of each year. The Soccer Alliance shall not schedule any event at such time at the Licensed Property. without the prior written consent of the City Manager. The City shall be 50352163.1 responsible for any repair and clean-up arising from the City's use of the Licensed Property during this period directly related to the City's exclusive use thereof. 2.03 Other Users. (a) The City agrees that the Soccer Alliance shall be the primary licensee of the Licensed Property. The Soccer Alliance agrees that it will make available two fields on the Licensed Property for joint use with the Buffalo Valley Youth Association ("BVYA") for Fall football league play. The two designated fields will be equipped, at the expense of BVYA, with combination football/soccer goals to facilitate this joint use. Any other organization or group desiring to use the Licensed Property during the term of this Agreement shall contact the Soccer Alliance, and the Soccer Alliance agrees to make reasonable efforts to make the Licensed Property available to such other parties pursuant to Section 5.02 if such requested use does not conflict with activities scheduled by the Soccer Alliance, BVYA, or as otherwise required by this Agreement. The Soccer Alliance shall contact BVYA in writing, with a copy to the City, no later than the 10~' business day of August of each year to coordinate the scheduling of such joint use and shall confirm the final arrangements of such joint use in writing to BVYA, with a copy to the City, no later than August 31 of such year. Under any such sublicense, the Soccer Alliance will retain full responsibility for its obligations hereunder relating to the Licensed Property. (b) When the Licensed Property is not in use by the Soccer Alliance for scheduled practices, clinics, tournaments, or similar activities, league play, required maintenance, or use by another party pursuant to paragraph (a) above or Section 5.02, the City Soccer Fields (but not the improvements and equipment described on Exhibit A) shall be available for use by the general public during normal hours. 2.04 Restrictions on Other Uses. The Soccer Alliance may not use or authorize the use of the Licensed Property for political or sectarian activity or for any other activity not authorized by this Agreement. The parking lot which is part of the Licensed Property may be used by a member in good standing of a Soccer Alliance member. The parking lot may not be used by any non Soccer Alliance organization or its members without the execution of a sublicense agreement pursuant to Section 5.02, nor shall any Soccer Alliance member schedule an event to be held somewhere other than the Licensed Property with the intention of utilizing the Parking Lot without prior written approval by the City. 2.05 Term. The initial term of this Agreement shall be from the Effective Date through September 30, 2011 (the "Initial Term"). This Agreement shall automatically extend thereafter for successive one (1) year periods for up to ten (10) annual renewals (through September 30, 2021) unless either the City or the Soccer Alliance notifies the other in writing not later than sixty (60) days prior to the end of the then current term of this Agreement that it does not want to extend the term hereof. This Agreement, and the Parties' obligations hereunder, shall terminate at the end of the then-current term if either Party gives such notice. 2.06 Default and Termination. Notwithstanding the provisions of Section 2.05, this Agreement may be terminated at the sole option of the City in the event the Soccer Alliance 50352163.1 -2- breaches or is in default under any of the terms or conditions of this Agreement and such breach is not cured within ten (10) business days after written notice thereof. In addition, notwithstanding the provisions of Section 2.05, either Party may cancel this Agreement at any time by giving sixty (60) days written notice to the other Party of its intention to terminate this Agreement. ARTICLE III CONSIDERATION 3.01 Fees. The Soccer Alliance shall pay an annual license fee under this Agreement of $1.00 per year, payable to the City. Such license fee is due and payable every October 1, beginning on October 1, 2011. 3.02 Non-Resident Surcharge and Reports. The Soccer Alliance anticipates that a majority of participants in Soccer Alliance activities and using the Licensed Property shall be residents of the City. The Soccer Alliance shall charge non-residents of the City participating in season-long activities on the Licensed Property (including season-long activities authorized pursuant to Section 5.02) $10 per season. Non-resident fees shall be paid to the City no later than October 31, and shall be reconciled in March to account for new, non-resident participants who join after October 31. Payments to account for new players shall be made no later than April 15. The Soccer Alliance shall provide a report to the Soccer Alliance Board of Directors no later than thirty (30) days after the commencement of each season of each year of this Agreement, listing all resident and non-resident participants participating in season-long activities on the Licensed Property (including season-long activities authorized pursuant to Section 5.02), including the home address of each participant. The Soccer Alliance shall provide the Director of Parks, Recreation, and Community Services a schedule of all seasonal activities on the Licensed Property. In this Section, "season" shall be defined as the period beginning . August 1 of a year and ending the following July 31. 3.03 Utilities and Parkin. (a) The City agrees to pay all electric, water, and sewer utility charges for the Licensed Property and concession facilities located thereon. The Soccer Alliance agrees to reimburse the City for thirty percent (30%) of all such electric, water, and sewer utility charges. Payments shall be made by the Soccer Alliance to the City monthly within thirty (30) days after invoicing from City. (b) The Soccer Alliance may charge a fee to spectators for viewing and/or parking while attending any event to help defray the cost of such events and serve as a Soccer Alliance fundraiser. The Soccer Alliance shall pay to the City fifty percent (50%) of the receipts, if any, for parking on the Licensed Property, with such payment due to the City within thirty (30) days after the date of collection of such receipts. The Soccer Alliance shall notify the City in writing regarding each event at which such a charge is imposed. 3.04 Permits. The Soccer Alliance shall be responsible for obtaining all required licenses, permits, and approvals from the City relating to operation of the Licensed Property 50352163.1 -3- . under this Agreement, including, but not limited to, food handlers' licenses, health inspection permits, and electrical, plumbing, and construction permits. Electrical, plumbing, and construction permit fees imposed by the City may be waived on a case-by case basis by the City Manager of the City. However, standard City penalties will apply for any failure to obtain any required license, permit, or approval. 3.05 Payments to City. The Soccer Alliance shall establish and maintain a bank account from which all payments to the City under this Agreement may be issued, with each such payment being made by a single check. 3.06 Schertz Parks and Recreation Foundation. The Soccer Alliance agrees that, each year of this Agreement, it will donate $5 per participant per season, but subject to a maximum annual contribution pursuant to this Section of $10,000 per year, to the Schertz Parks and Recreation Foundation for future enhancements of the City's parks and recreation facilities. Such payments shall be due on October 1 of each year, commencing October 1, 2011. In this Section, "season" shall be defined as the period beginning August 1 of a year and ending the following July 31. ARTICLE IV ADDITIONAL AGREEMENTS 4.01 Soccer Alliance Representative. The Soccer Alliance shall designate an individual (and may designate one alternate to act in his or her absence) as its Authorized Representative who shall have full authority to act for the Soccer Alliance and to bind the Soccer Alliance regarding any matter under this Agreement. The initial Authorized Representative is Robert Wallace. The Soccer Alliance may designate a different Authorized Representative (and alternate, if any) from time to time by written notice to the City signed by an officer of the Soccer Alliance. Such Authorized Representative (and alternate, if any) shall be the sole point of contact with the City on matters concerning this Agreement and the Licensed Property. 4.02 Soccer Alliance Organization. The Soccer Alliance shall be an entity qualified as a 501(c)(3) organization under Federal tax law. The Soccer Alliance certifies that it has provided the City with a copy of all material that it has filed with the Internal Revenue Service for application for 501(c)(3) status. A copy of any material filed with the Internal Revenue Service after the Effective Date of this Agreement shall be provided to the City within five (5) business days after such filing. The Soccer Alliance shall promptly provide to the City a copy of all correspondence it receives from the IRS within five (5) business days after such receipt. 4.03 Soccer Alliance Directors and Officers. The Board of Directors of the Soccer Alliance shall consist of the following seven persons: four (4) selected by the members of the Soccer Alliance, and three (3) appointed by the City. The President of the Soccer Alliance shall be a resident of the City. The Soccer Alliance shall notify the City Director of Parks, Recreation, and Community Services in writing of any changes to the Officers or Directors of the Soccer Alliance Board of Directors within thirty (30) days of such change, including the names of any new Officers or Directors. 50352163.1 -4'- 4.04 Soccer Alliance Board Meetings. No later than the 1St day of each month, the Soccer Alliance shall provide the City Director of Parks, Recreation, and Community Services with a written a schedule of all upcoming meetings of the Board of Directors of the Soccer Alliance. The Soccer Alliance shall notify the City Director of Parks, Recreation, and Community Services immediately of any change in the meeting of the Board of Directors of the Soccer Alliance in the current month. The City Manager, the Director of Parks, Recreation, and Community Services, or his/her designee may attend any or all meetings of the Board of Directors of the Soccer Alliance. 4.05 Concessions; Other Improvements. In addition to the concession facilities described on Exhibit A, the Soccer Alliance may, with the prior written consent of the City Manager, place (at its sole expense) and operate concession facilities on the Licensed Property for Soccer Alliance activities during Soccer Alliance events. The Soccer Alliance may also place fences, bleachers, and other appropriate equipment or improvements on the Licensed Property at its sole expense and with the prior written consent of the City Manager. 4.06 Financial Reporting. The Soccer Alliance shall submit a copy of its monthly financial statement for the previous month to the City no later than the 15th day of the following month, commencing November 15, 2010. This statement shall reflect all revenues and expenditures incurred during the prior month. The Soccer Alliance shall submit a copy of its unaudited annual financial statement for the previous year to the City no later than February 1 of each year of this Agreement, commencing February 1, 2011. This statement shall reflect all revenues and expenditures incurred during the prior Soccer Alliance fiscal year (January 1 through December 31). The City reserves the right to require the Soccer Alliance to submit a certified financial audit conducted by a registered certified public accountant upon request, on dates to be agreed to by the Soccer Alliance and the City. 4.07 Audit and Inspection. The City shall have the right to inspect the financial records of the Soccer Alliance at any time during the term of this Agreement. In addition, the City retains the right to order a financial audit, at the City's sole discretion and expense, of the Soccer Alliance. 4.08 Monthl~Report. On the first business day of each month during the term of this Agreement, commencing November 1, 2010, the Soccer Alliance shall provide City with a report detailing the services it has provided since the preceding October 1, as applicable, which report shall address at least the performance indicators identified in Exhibit B. This report is in addition to the monthly financial reports required by Section 4.06, the monthly calendar updates required by Section 4.09, and the seasonal reports required by Section 3.02. 4.09 Calendar of Events. The Soccer Alliance shall provide the City Director of Parks, Recreation, and Community Services with a yearly calendar; updated monthly on the first of the month, commencing November 1, 2010, of anticipated usage for the Licensed Property. An overall schedule of sport programs and their season beginning dates at the Licensed Property shall be provided to the City Director of Parks, Recreation, and Community Services on the Effective Date and thereafter no later than October 1 of each year of this Agreement. 50352163.1 _5_ ARTICLE V SPECIAL ACTIVITIES AND SUBLICENSING 5.01 Hosting of Clinics Tournaments and Similar Events. The Soccer Alliance shall have authority to host clinics, tournaments, and similar events on the Licensed Property. Commencing with the first season after the Effective Date of this Agreement, the Soccer Alliance will charge for participation in such events and pay to the City a fee of $25.00 per team or $5.00 per person if not a team activity. Such fee shall not apply to tryouts for team membership. Such fee shall be remitted to the City within ten (10) days after each such event. 5.02 Sublicensin og_f City Soccer Fields and Concessions. The City grants the Soccer Alliance the right to sublicense the Licensed Property to non-Soccer Alliance groups for recreational purposes. The Soccer Alliance will be responsible for coordinating all such sublicensing. Fees charged by the Soccer Alliance for sublicensing must be approved in advance in writing by the City's Director of Parks, Recreation, and Community Services, and the Soccer Alliance shall retain all of such fees. The Soccer Alliance shall be responsible for all maintenance, clean-up, and providing necessary field equipment such as goals, nets, field chalk, scoreboards, and other necessary equipment when sublicensing fields and/or concessions to other parties. No such sublicensing shall release the Soccer Alliance from any of its obligations hereunder. The approved form of sublicensing agreement is attached hereto as Exhibit C. ARTICLE VI FACILITY EQUIPMENT AND MAINTENANCE 6.01 Improvements to Facilities. The Soccer Alliance shall not make any alterations, additions, or improvements to the Licensed Property without the prior written consent of the City Manager, which consent will not be unreasonably withheld. All alterations, additions, or improvements made by the Soccer Alliance shall become the property of the City at the termination of this Agreement. 6.02 Damages to Licensed Property. The Soccer Alliance shall repair, replace, or reimburse the City for any and all damages to the Licensed Property incurred caused by misuse, negligence, and/or deliberate act by the Soccer Alliance, its constituent organizations, Soccer Alliance event participants or spectators, or any sublicensee. 6.03 Cit~pections. The Director of Parks, Recreation, and Community Services or his/her designee and the Soccer Alliance shall inspect the Licensed Property at least annually to review its condition and then-current or anticipated repair needs. The Director of Parks, Recreation, and Community Services or his/her designee shall file an annual report on the result of the inspection with the City Manager on or before October 1 of each year. The City reserves the right to inspect the Licensed Property at any time. 6.04 Soccer Field Equipment. The Soccer Alliance shall provide equipment for the City Soccer Fields in addition to the City-owned equipment described on Exhibit A, including soccer goals, nets, scoreboard controllers, chalking machines, mowers, tractors, field groomers, and other similar equipment. The Soccer Alliance will maintain in good repair, and replace when damaged or obsolete, all equipment provided by the City and described on Exhibit A. 50352163.1 -6- 6.05 Soccer Field Maintenance. The Soccer Alliance shall provide all appropriate daily maintenance, cleaning, inspection, and other routine maintenance of the City Soccer Fields, including grass mowing, aeration, and fertilizing and maintenance of the irrigation system. 6.06 Facility Maintenance. (a) Soccer Alliance. The Soccer Alliance shall perform all required maintenance on the existing concession facilities and all additional authorized concession facilities and all bleachers and any other improvements placed on the Licensed Property pursuant to Section 4.03. The Soccer Alliance shall be responsible for furnishing and maintaining all concession equipment including but not limited to ice machines, fountain drink dispensing equipment, fryers, grills, freezers, refrigerators, and other assorted food preparation and storage equipment. The Soccer Alliance agrees to keep concession stands and other facilities operated by it within the Licensed Property, including restrooms, clean and free from all refuse. (b) City. The City agrees to perform maintenance on lighting systems and fencing on the Licensed Property and to repair structural damage on concession and restroom facilities on the Licensed Property. Recommended repair work orders may be submitted by the Soccer Alliance's Authorized Representative to the Director of Parks, Recreation, and Community Services. If required repair is the result of damage by the Soccer Alliance, its volunteers or participants at events authorized by the Soccer Alliance, the Soccer Alliance shall be responsible for the cost of such repairs. ARTICLE VII CONCESSIONS 7.01 Exclusive Right. The Soccer Alliance shall have the exclusive right to furnish concession services selling consumer items usually and customarily sold at sporting event concession facilities (but not including alcoholic beverages) on the Licensed Property for Soccer Alliance-sponsored and organized events including clinics, tournaments, and similar events. 7.02 Reservation of Ri ts. The City reserves the right to operate concessions at City- designated or operated events. ARTICLE VIII FACILITY ADVERTISING 8.01 Exclusive Right. Subject to the last sentence of this Section, the Soccer Alliance shall have the exclusive rights to solicit and display advertising at the City Soccer Fields, including banners and scoreboard panels. All advertising banners and signs shall be appropriate for youth-related activities. The Soccer Alliance may retain all revenues resulting from advertising banners and signs. The City may place signs and banners on the Licensed Property without charge. 8.02 Prohibited Signs, Locations. Signs erected pursuant to Section 8.01 are exempt from sign-permitting requirements, but no sign shall be erected that is otherwise in violation of the City's Unified Development Code. Under no circumstances shall signs be affixed to utility 50352163.1 -7- poles, light poles, traffic control devices, or to a building or parking location or directional signage. The City Manager or his/her designee may order the removal of any sign that is deemed by him/her to be out of compliance or in poor taste. 8.03 Material. All advertising banners attached to fencing shall be made of light- weight banner material. No wood advertising panels maybe attached to any fencing. 8.04 Securing Advertisinp~ Material. All advertising attached to City-owned structures or fences must be properly secured to ensure the safety of users and visitors. 8.05 Damage, Repair. The Soccer Alliance shall be responsible for all damages caused by banners or other advertising signs on City property. ARTICLE IX INSURANCE 9.01 City Insurance. The City shall provide insurance it deems appropriate for all facilities and equipment described on Exhibit A. 9.02 Soccer Alliance Insurance. The Soccer Alliance shall maintain commercial general liability insurance in the amount of at least $1,000,000 per occurrence, $1,000,000 annual aggregate, naming the City as additional insured, and shall provide the City on the Effective Date with a certificate of insurance for that policy. If at any time the Soccer Alliance has any employees, it shall also maintain statutory workers compensation insurance and shall provide the City with a certificate of insurance for that policy granting a waiver or subrogation in favor of the City. Such insurance coverage may not be cancelled or reduced without at least thirty (30) days prior written notice to the City. ARTICLE X RELEASE AND INDEMNIFICATION 10.01 The Soccer Alliance and its three constituent organizations each release and indemnify the City and its officers, agents, and employees from any and all liability claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions, and causes of action of any and every kind and nature arising or growing out of or in any way connected with this Agreement, including for the negligence of the City and its officers, agents, and employees. This obligation to indemnify shall include the retention of legal counsel for the City and the other indemnified parties, and investigation costs and all other reasonable costs, expenses, and liabilities of the City and the other indemnified parties arising from the initial notice that a claim or demand has been made or may be made. ARTICLE XI NOTICES 11.01 Notices. Unless otherwise provided in this Agreement, any notice, communication, request, or advice (herein severally and collectively for convenience called "notice") herein provided or permitted to be given, made or accepted by either Party to the other shall be in writing and may be given or be served by depositing the same in the United States 50352163.1 Mail, postpaid and registered or certified and addressed to the Party to be notified, with return receipt requested, or by delivering the same to the City Manager of the City or the Authorized Representative of the Soccer Alliance, or by facsimile, when appropriate, addressed to the Party to be notified. Except as set forth below, notice given shall be effective only if and when received by the Party to be notified. Notice deposited in the Mail in the manner herein above described shall conclusively deemed to be effective, after the expiration of three (3) days after it is so deposited. For the purposes of notice, the addresses of the Parties shall, until change as hereinafter provided, be as shown below. The Parties may specify any other address in the State of Texas by at least fifteen (15) days written notice to the other Party. If to the City to: City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager If to Soccer Alliance to: Schertz Youth Soccer Alliance P.O. Box 205 Schertz, Texas 78154 Attention: President ARTICLE XII GENERAL AND MISCELLANEOUS PROVISIONS 12.01 Regulator~equirements. This Agreement and the obligations of the Parties hereunder are subject to all rules, regulations, and laws that may be applicable by the United States, the State of Texas, the City, or any other political subdivision regulatory agency having jurisdiction. 12.02 Non-Discrimination. The Soccer Alliance shall not discriminate against any participant or volunteer on the basis of age, race, sex, creed, religion, or national origin, or participant on the basis of race, sex, creed, religion or national origin. The Soccer Alliance shall comply with all applicable local, state, and federal employment, opportunity, and affirmative action rules, regulations, and laws. 12.03 Assi mg Went. The Soccer Alliance may not assign its interests hereunder without the prior written consent of the City. 12.04 Implied Waiver. The failure of either Party hereto to insist, in any one or more instances, upon performance of any the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition by the other Party hereto, but the obligation of such other Party with respect to such future performance shall continue in full force and effect. 12.05 Independent Contractor; No Agency. The Soccer Alliance is an independent contractor and operator and is solely responsible to all third parties for its acts or omissions. Under no circumstances shall the Soccer Alliance be or be deemed to be an agent of the City, and the Soccer Alliance shall have no authority to obligate the City financially or otherwise. 50352163.1 -9- 12.06 Severability. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Agreement to the other persons or circumstances shall not be affected thereby. 12.07 Merger. This Agreement constitutes the entire agreement between the Parties relative to the subject matter hereof. There are no agreements, covenants, representations, or warranties between the Parties as to the subject matter hereof other than those expressly stated or provided for herein. 12.08 Cooperation. Each Party hereby agrees that it shall take all actions and execute all documents necessary to fully carry out the purposes and intent of this Agreement. 12.09 Governing Law. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the Parties created hereunder are performable in Guadalupe County, Texas. 12.10 Amendments. No amendment, modification, or alteration of the terms hereof shall be binding unless it is in writing, dated subsequent to the date of this Agreement, and duly executed by the Parties. 12.11 Counterparts. The Agreement maybe executed in multiple counterparts, and such counterparts, when taken together, shall have the full force and effect of an original, fully executed instrument. The remainder of this page intentionally left blank.) 50352163.1 -10- IN WITNESS WHEREOF, this Agreement is executed in duplicate originals as of the Effective Date. CITY OF SCHERTZ, T S By: aylor, City Manager SCHERTZ YOUTH SOCC ALLIANCE By: Robert Wallace, President 50352163.1 S- I EXHIBIT A CITY-OWNED IMPROVEMENTS AND EQUIPMENT 12 soccer fields with operating irrigation system parking lot adjacent to soccer fields 30 soccer goals and nets l O light poles and related electrical panel 3 small pavilions/kiosks 4,925 linear feet of chain link fencing and gates 50352163.1 A-1 EXIIIBIT B PERFORMANCE MEASURES Schertz Resident Participants Non-Schertz Resident Participants Boys Girls Boys Girls Soccer Other (specify type of event) Special Events under Section 5.01 Summary of Volunteer Activities 50352163.1 B-1 EXHIBIT C SUBLICENSE AGREEMENT This Sublicense Agreement (this "Sublicense Agreement") is dated this day of 20_ between Schertz Youth Soccer Alliance (the "Licensor") and (the "Licensee"). The City of Schertz (the "City") owns what is commonly known as the Schertz Soccer Complex at 75 Maske Road (the "City Soccer Fields"). Pursuant to an agreement between the City and the Licensor (the "City Agreement"), the Licensor is responsible, subject to the terms of the Agreement, for the operation and maintenance of the City Soccer Fields, and the Licensor, subject to its power and authority under the City Agreement, desires to grant a sublicense to the Licensee for use of all or a portion of the City Soccer Fields to the Licensee as further described herein. The Licensee desires to secure a license to use such facilities as hereinafter described. In consideration of the mutual covenants herein contained, the parties agree as follows: 1. Subject to the terms and conditions hereof, the Licensor grants to and Licensee accepts from the Licensor the right and privilege to use the hereinafter described Licenses Premises. 2. The term of this Sublicense Agreement shall be for the following dates and times only: 3. The portion of the City Soccer Fields covered by this Sublicense Agreement is described as follows: (the "Licensed Premises"). 4. The Licensee's use of the Licensed Premises is subject to the payment of a fee of $ to the City payable as follows: 5. The Licensee has inspected the Licensed Premises which are the subject of this Sublicense Agreement and accepts the same in their existing condition and agrees that neither the City nor the Licensor will make any alterations or improvements thereto. 6. The Licensed Premises shall be used for the purpose stated in the application or proposal filed by the Licensee with the Licensor, and no other use will be permitted. 7. Notwithstanding anything to the contrary, the sale or use of liquor, beer, or other alcoholic beverages on the Licensed Premises is expressly forbidden without prior written permission of the Licensor and the City. 8. The Licensee shall furnish and install at its expense all additional equipment that may be necessary for the activity and use to which the Licensee will put Licensed Premises. 50352163.1 C' 1 9. The Licensee, at its expense, shall leave the Licensed Premises clean and free of all trash and litter and all fixtures in good working condition. No alterations or additions shall be made to the Licensed Premises without the prior written consent of the Licensor and the City. All approved alterations and additions to the Licensed Premises become the property of the City upon the termination of this Sublicense Agreement. 10. The Licensee shall not charge admission or fee to the public without the prior written consent of the Licensor and to the City. 11. Persons engaged by the Licensee to provide labor and service shall not be deemed or considered employees, agents, or independent contractors of the Licensor or the City. 12. The Licensee shall comply with all rules and regulations of the Licensor and the City with respect to the use of the Licensed Premises. 13. The Licensee shall maintain and be responsible for the Licensed Premises but only during the times previously specified when it will be occupying the Licensed Premises. 14. Throughout the term of this Sublicense Agreement, the Licensee shall maintain insurance for bodily injury, death, or property damage occasioned by the reason of the Licensee's use of the Licensed Premises for the activity which it is sponsoring with minimum limits of liability in the amount of $1,000,000 per occurrence. The Licensor and the City shall each be named an additional insured on this policy but only with respects to claims or losses against it resulting from the negligence of the Licensee and any employee, agent, official, or invitee of the Licensee. A certificate evidencing such insurance shall be furnished to the Licensor prior to commencement of any activity by the Licensee on the Licensed Premises. 15. The Licensee shall hold the Licensor and the City, their respective agents, officers, employees, and board members or City Councilmembers harmless from and shall defend and indemnify them from and against all liability for injuries to or death of persons or damage to property arising from the activities of the Licensee and any employee, agent, official, or invitee of the Licensee. 16. The Licensor shall hold the Licensee and the City, their respective agents, officers, employees, and board members or City Councilmembers harmless from and shall defend and indemnify them from and against all liability for injuries to or death of persons or damage to property arising from the negligence of the Licensor and any employee, agent, official, or invitee. 17. Upon breach of this Sublicense Agreement for any reason by the Licensee, the Licensor shall have full authority to retake immediate possession of the Licensed Premises. 50352163.1 C'2 18. The Licensee may not assign any right, privilege, or license conferred by this Sublicense Agreement without the prior written consent of the Licensor and the written acknowledgment of the City. 19. The Licensee covenants that the person signing this Sublicense Agreement on behalf of the Licensee is fully empowered by appropriate action, if necessary, to execute this Sublicense Agreement on its behalf. In witness whereof the parties have executed this Sublicense Agreement effective as of the date on page 1 of this Sublicense Agreement. SCHERTZ YOUTH SOCCER ALLIANCE (Licensee's Printed Name) By: By: Title: President Licensee's Name Address City State Zip Code Contact Person Home/Cell Phone Number Work Phone Number Acknowledged*: CITY OF SCHERTZ sy Director of Parks, Recreation, and Community Services sy City Manager ' City Council Approval Not Required 50352163.1 C-3