LICENSE AND DEVELOPMENT AGREEMENT BETWEEN MORADA LITTLE LEAGUE INC. AND LODI UNIFIED SCHOOL DISTRICT

Transcription

1 LICENSE AND DEVELOPMENT AGREEMENT BETWEEN MORADA LITTLE LEAGUE INC. AND LODI UNIFIED SCHOOL DISTRICT This Agreement is entered into as of, 2009, by and between MORADA LITTLE LEAGUE INC. ( MORADA ) and the LODI UNIFIED SCHOOL DISTRICT ( DISTRICT ) for the development, maintenance and use of the DISTRICT property located adjacent to the Davis Elementary School site as Little League baseball fields and related facilities, as more particularly set forth herein. RECITALS WHEREAS, MORADA desires to develop and use playing fields and related facilities on DISTRICT property that is located adjacent to the Davis Elementary School site (hereinafter Facility ), and WHEREAS, DISTRICT will benefit because the entire cost of the development of the Facility will be borne by MORADA. NOW, THEREFORE, in consideration of the terms and conditions herein set forth, MORADA and DISTRICT hereby agree as follows: AGREEMENT 1. Development of Facility. The Facility shall consist of fields that are suitable for use for Little League baseball and related facilities. The location and scope of work are depicted in Exhibit A attached hereto. It is understood and agreed that DISTRICT will not have any financial obligation with respect to any item in Exhibit A. 2. Maintenance. MORADA, at its sole expense, will assume all maintenance responsibilities with respect to the Facility, and will coordinate such maintenance with the DISTRICT. MORADA will provide the DISTRICT with the name and telephone number of its representative who, each year during the term of this Agreement, will coordinate the maintenance schedule with the DISTRICT no later than thirty (30) days prior to the beginning of the baseball season. MORADA will provide maintenance services which, at a minimum satisfy the DISTRICT s standards, and include, but are not necessarily limited to, the following:

2 a. Watering, mowing, and general maintenance of grass and the infield and outfield portions of the Facility. b. Maintain and repair the sprinkler and drainage systems on an as-needed basis, as determined by the DISTRICT. c. Maintain and repair the fences, backstops, dugouts and other improvements on an as-needed basis, as determined by the DISTRICT. 3. Utilities. MORADA is solely responsible for paying the water and electricity charges (including all future increases in the costs thereof) associated with MORADA s use of the Facilities during the term of this Agreement. MORADA shall be separately invoiced by the DISTRICT for said charges each quarter, and MORADA shall pay the charges within fifteen (15) days of receiving the invoice. 4. Future Improvements. If, after the completion of the Facility, MORADA desires to make any future improvements, alterations, additions, changes to, and/or plantings at, the Facility, including, but not limited to, the grounds, turf, buildings, fences or other appurtenances other than routine maintenance, MORADA shall first obtain the prior written approval of the DISTRICT before undertaking any such work. MORADA shall submit a detailed request setting forth the proposed improvements, alterations, additions, changes and/or plantings in writing to DISTRICT at least thirty (30) days prior to any planned work. Approval by DISTRICT is required prior to commencement of any work and shall be evidenced by a memorandum of approval of the request by the DISTRICT Superintendent or such person as the Superintendent shall designate. 5. Construction Standards. All improvements to the site, including all construction, whether temporary or permanent, shall conform in all details to applicable standards and codes, including those that might be required by the Division of the State Architect and the State Building Code (Title 24). Improvements shall be at least equal in quality to the existing improvements located at the Davis Elementary School. DISTRICT shall conduct continuous inspections of the construction as required by State regulation at its sole cost and expense. All required corrective work noted by the inspector will be made at the sole cost and expense of MORADA. 6. Public Works Requirement. In the event MORADA contracts with any third party for the performance of the installation, construction, development and/or maintenance of the Facility, MORADA acknowledges and understands that any such contract is a contract for public works notwithstanding that DISTRICT is not a party to said contract. MORADA shall comply with all existing laws, rules and regulations regarding the letting of public works contracts, including prevailing wage regulations, as might be required by law. Specifically, MORADA shall give notice to any contractor with whom MORADA contracts that any contract

3 for work related to the Facility may be subject to the provisions of Labor Code Section Use of Volunteer Labor. a. MORADA acknowledges that any labor volunteered by third parties or at the instigation of MORADA that is related to the construction, installation, development and/or maintenance of the Facility is not covered by the workers compensation insurance maintained by DISTRICT. MORADA agrees to obtain and provide proof to the DISTRICT of MORADA s workers compensation insurance coverage. MORADA further agrees to indemnify and hold harmless the DISTRICT, its governing board, officers, agents and employees from any claim for workers compensation made by any person injured in the course of any volunteer activity related to the Facility. b. MORADA acknowledges that certain types of work are of sufficient complexity and inherent risk such that the use of volunteer help is not advisable. The DISTRICT, in its sole discretion, may require that such work be performed by an appropriately licensed contractor and MORADA hereby agrees to comply with the DISTRICT s requirement(s). 8. Maintenance by DISTRICT. Notwithstanding MORADA s maintenance obligation as provided in Paragraph 2, above, the DISTRICT shall have access to the Facility to make routine repairs and perform necessary maintenance as the DISTRICT shall deem necessary in its discretion. The DISTRICT shall endeavor to prevent its repair and maintenance activities from interfering with MORADA s maintenance obligations. This authorization is not intended to replace or relieve MORADA of its obligations under Paragraph 2 of this Agreement. 9. Use of Facility. a. Priority Use by DISTRICT. MORADA shall have a license to use the Facility at all times not subject to priority use by the DISTRICT. Priority use by the DISTRICT includes all use by DISTRICT for educational and emergency purposes. b. Exclusive Use by MORADA. MORADA shall have priority to use the Facility over parties other than DISTRICT whenever the Facility is not subject to priority use by the DISTRICT. Notwithstanding DISTRICT s right to priority use, MORADA shall have the exclusive right to use of the Facility on Mondays through Saturdays from March thru June of each year unless DISTRICT gives MORADA at least ninety (90) days prior written notice that DISTRICT requires use of the Facility for a special event. In the event of an emergency, DISTRICT may immediately suspend MORADA s right to use the Facility.

4 c. Additional Facilities at Davis Elementary School. In the event MORADA requires the use of additional facilities at Davis Elementary School, such as restrooms, MORADA agrees to compensate DISTRICT for all costs incurred by DISTRICT for the use of said additional facilities. Such costs shall include, but shall not be limited to, custodial supplies and all labor costs, including overtime for weekends or holidays, for opening, closing and maintenance. d. Limitation on Number of Participants/Attendees. MORADA shall limit the number of participants and/or attendees during its baseball games at the Facility to Security. DISTRICT has the option of requiring MORADA to provide security during MORADA s use of the Facility wherever the number of participants and/or attendees at its baseball games equal or exceed 100. The security company retained by MORADA is subject to the DISTRICT s prior approval. 11. Use of Other District Sites. At MORADA s written request, DISTRICT will consider giving MORADA a license to use other DISTRICT sites to defray MORADA s impact on the Facility. 12. Term of the License. MORADA s license to use the Facility shall terminate fifteen (15) years from the date of this Agreement. Upon expiration of the 15- year period, the parties may enter into an agreement granting MORADA a license to use the Facility on such terms as the parties may mutually agree upon. 13. Termination. MORADA s license to use the Facility shall commence immediately and terminate as follows: a. DISTRICT may, for whatever reason, terminate MORADA s license to use the Facility upon thirty (30) days notice if such notice is given between July 1 and December 31, or upon one hundred and eighty (180) days notice if such notice is given between January 1 and June 30. If DISTRICT elects to discontinue use of the field as a baseball/softball diamond, MORADA shall have the opportunity to salvage or remove any of the improvements made by MORADA, excluding sprinkler and drainage systems, at its sole cost and discretion. b. In the event MORADA determines, for whatever reason, to discontinue use of the Facility, MORADA shall provide District with thirty (30) days prior written notice. All improvements shall remain in place with DISTRICT. 14. Insurance. MORADA shall maintain a policy of public liability insurance with a minimum of $2,000,000 coverage for general liability naming DISTRICT, its governing board, officers, agents and employees as an additional insured. Said policy of insurance shall provide primary coverage regardless of other insurance

5 maintained by DISTRICT, and shall state that the same shall not be altered or canceled to DISTRICT s detriment without ten (10) days prior notice to DISTRICT. MORADA agrees to provide DISTRICT, as specified in Article 15 of this Agreement, with certificates of said policy of insurance showing said policy to be in force prior to commencing development of the Facility and annually thereafter for so long as this Agreement remains in effect. 15. Indemnification. MORADA agrees to indemnify and hold DISTRICT, its governing board and the individual members thereof, and all DISTRICT officers, agents, and employees free and harmless from any loss, damages, liability, cost or expense, including reasonable attorneys fees and costs, that may arise during or be caused in any way by MORADA s and/or its contractor s, subcontractors, volunteers and guests installation, development, construction, maintenance, use and/or occupancy of the Facility or any adjacent school property or facilities. 16. Enforcement of Rules, Regulations and Policies. MORADA shall abide by and enforce the rules, regulations and policies of DISTRICT governing the use of DISTRICT facilities, including DISTRICT s board policy 1330 relating to the use of DISTRICT facilities, including, but not limited to, advertising on DISTRICT property. 17. Name of Facility. MORADA may select a name for the field and erect suitable name signs provided MORADA obtains prior approval from DISTRICT for such names(s) and for the type, size and placement of signs, such approval shall not to be unreasonably withheld. MORADA is not authorized to erect any signs for the purpose of advertising products or services of third parties without the express written consent of DISTRICT. 18. Attorneys Fees. In the event either party incurs attorneys fees, court costs, or other expenses in an action brought to enforce rights hereunder, the prevailing party shall be entitled to recover all reasonable costs of suit, including reasonable attorneys fees. 19. Notices. Notices under this Agreement shall be given in writing to the parties at the addresses which appear below and to the attention of such individuals as may be designated by the parties from time to time: Lodi Unified School District 1305 E. Vine Street Lodi, CA Attention: Assistant Superintendent, Facilities& Planning

6 Morada Little League Inc. P. O. Box 8905 Stockton, CA Attention: League President 20. District Authority. The principal of Davis Elementary School is designated as the DISTRICT s agent for purposes of determining use of the Facility pursuant to Paragraph 9 of this Agreement. The DISTRICT Superintendent or designee is designated as the sole authorizing agent regarding future development of the Facility or any modifications to this Agreement. 21. Assignment. Neither this Agreement nor any of the rights and duties there under shall be assigned in whole or in part without the express written consent of DISTRICT and MORADA. 22. Invalid Provisions. In the event any of the terms of provisions of this Agreement are declared to be invalid or inoperative, the remaining terms and provisions shall remain in full force and effect. LODI UNIFIED SCHOOL DISTRICT MORADA LITTLE LEAGUE, INC. Art Hand, Assistant Superintendent Facilities & Planning President