HomeMy WebLinkAbout4095 Resolution - Tri-Cities Youth Soccer Asso. (TCYSA) Amended Agr RESOLUTION NO. 4095
A RESOLUTION APPROVING THE AMENDED AGREEMENT WITH
TRI-CITIES YOUTH SOCCER ASSOCIATION.
WHEREAS, the City of Pasco and Tri-Cities Youth Soccer Association entered into an
agreement on February 21, 1995 for development of 44 acres on Burden Blvd for a soccer
complex; and
WHEREAS, the City of Pasco and Tri-Cities Youth Soccer amended said agreement on
September 6, 2005 for the purpose of incorporating a 10-year extension option; and
WHEREAS, the City of Pasco and Tri-Cities Youth Soccer desire to extend said
agreement for an additional ten years and make substantive amendments to the contract,
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO,WASHINGTON:
That the City Manager for the City of Pasco is hereby authorized to execute the amended
agreement and to make minor substantive changes thereto, between the City of Pasco and Tri-
Cities Youth Soccer Association.
PASSED by the City Council of the City of Pasco,Washington this 20th day of September,
2021.
�
`-�� ��� ,
����
Saul Martinez
Mayor
ATTEST: APPROVED AS TO FORM:
C� �
.
_-__!-��� c�.�—�
Debra Barham, CMC Kerr uson Law, PLLC
City Clerk C� ttorney
Resolution—TCYSA Agreement- 1
Ci.}��f
P��� AMENDMENT OF AND EXERCISE OF EXTENSION OF
�� AGREEMENT FOR LAND USE AND DEVELOPMENT
BETWEEN
� THE CITY OF PASCO AND TRI-CITIES YOUTA SOCCER
r ' ASSOCIATION
FIELD SPORTS COMPLEX
� -Yh
THIS AMENDED AGREEMENT is entered into on this�,�day of ,
2021, by and between the City of Pasco, Washington, a Municipal Corporation, reinafter
referred to as "City" and the Tri-C�ties Youth Soccer Association (formerly TCJSA), a
Washington nonprofit Corporation,hereinafter referred to as "T-CYSA.p
WF�EREAS, the City and the T CYSA (f.k.a. TCJSA) entered into agreement on
February 21, 1995,for the purpose of providing for impmvement and development of pmperty to
serve primarily as a soccer complex for the educarional and youth programs and opportuniries for
the public and the community as a whole related to soccer as a recreational activity and for major
tournament play attracting visitors to Pasco,and,
WSEREAS, the City and T-CYSA amended the original agreement on September 6,
2005,for the purpose of updating the organization's name to reflect its change from TCJSA to T-
CYSA, and for the purpose of incocporating a 10-year extension option into the agreement,aad,
VV�IEREAS, T-CYSA has a desire now to exercise the 10-year extension option
included in the 2005 amended agreement,
THEREFORE,The City and T-CYSA do hereby agree to exercise the 10-year'extension
option and amend the agreement as follows to reflect the understanding and agreement of the
parties:
In consideration of the mutual terms, covenants, conditions, pmmises and representations
contained herein,the parties do promise,agree and provide the following:
1. Term. All rights and obligations under this agreement, unless otherwise stated herein,
shall terminate effective February 22, 2030, unless earlier terminated as set focth in
Section 12 below. "Term" shall mean the period between execution of this agreement
and its terminallon as provided Unless otherwise stated in this agreement, this
agreement may be altered, modified, extended or terminated prior to that date only upon
execution by all of the parties or an instrument to that effect. At the termination of this
agreement extension, if the city desires to enter into another lease agreement for the
management of the complex, and if T-CYSA is in good standing and not in breach of
their agreement, T-CYSA shall be given priority when accepting management proposals
for the new lease agreement.
2. Improvements.The parties aclrnowledge that T-CYSA has developed the premises with
muItiple soccer fields, one (1) of which is a championship field with potential for lights
and seating(berm initially)arrangements suitable for championship and tournament play.
Amende�Agreement for Land Usc&Development/Socccr Complcx
_�
In addition, T-CYSA has caused to be canstructed a restroom/concession stand and out
building on the complex.
The City shall fumish the premises, at its cost and expense, vvith the necessary utilities,
including electrical pawer, domestic water service, and domesNc sewer. The City shall
also provide irrigation water service for the premises. As agreed in the 2005 amended
agreement, T-CYSA shall continue to pay for monthly electricity use and the City sha11
pay for monthly wa#er and sewer use. In addition, irrigation water for the system sha11 be
provided to the premises/complex by the City at its cost and expense. At the end of the
lease term or in the event that this lease is terminated with or without cause as set forth in
Section 12, hereof, alI improvements made to or installed on the premises by the T-
CYSA as provided for herein, except hade fixtures and moveable personal propec#y {i.e.
goals,equipment,etc.),shall become the property of the City,
The City snd T-CYSA aclmowledge that Visit Tri-Cides, with the suppart af the City,
Richland, and Kennewick in 2019, initiated and aompl�ted a regional Sports Facilities
Market Analysis & Feasibiiity Study. The City and T-CYSA further acknawledge that
the recommend�tions stemming from tha# study call for specific improvements to the
premises. In the event the City, either in partnership with ar separate from T-CYSA or
other Youth Soccer Organization, decides to initiate substantial itnprovements at the
premises, including, but not timited to those set forth in the prior mentioned Sports
Facility Feasibility Study, the City will inform T-CYSA of that decision not less than 60
days prior to the cammencement of design wark AND not less #.han one (1)year priar to
the commencement of construction. As T-CYSA originally developed the Premises, they
will have first right of refusal,should the City initiate said irnprovements in a partnership
with a Youth Soccer Organization partner.
3. Maintenanee. The maintenance of the facility shall be performed as fotlows; T-CYSA
shall repair and perform all improvements made to the concessionlrestroom building.
They shall perform all paintingllining of the soccer fieids as needed throughout each
season,and shall replace and be responsible for all maintenance of soccer field equipment
such as goals,nets,comer flags, etc. The maintenance of the building and restrooms shall
be the responsibility of and the sole expense of the T-CYSA. The City shall perform all
other maintenance and repair of all improvements made to the premises and they shall be
performed by and at the sole expense of the City. Maintenance and repair schedules and
needs of the fields shall be in accordance with maintenance and repair standards,
schedules and plans muhtally adopted and agreed upon by the parties hereto.
4. Use o[the Premises. The premises shall generally be used for soccer play, including
league play, clinics and townament play. The fields at the complex shall be considered
game fields and as such, use of the fields for practice by T-CYSA or any other
arganization shall be at the discretioa of T-CYSA and should be minimized to prevent
undue wear and tea.r. The City maintains ths rigt�t to close specific fields dowa
cornpletely and/or stap their use for practice purposes should the City determine the field
condition has heen campromised due to overuse. Although the fields should primarily be
used for soccer purposes, they shall be open to other uses upon agreement between T-
Amended Agreement for Land Use&Develapmend Sacccr Camplex
-2
CYSA and the City, if it is determined that said use will not cause undo damage to the
turf or the facility, and that it wi13 nac conflict with other previously scheduted use. The
T-CYSA as managers of the facility shall maintain the scheduie. T-CYSA programs shall
have priority over other persans ar groups for use of the premises for its league and
tournament play. T-CYSA on or about February 15 and August 15 of each yeaz, rnust
provide to the City a copy of all scheduled fieid use for the next six months. An 8-week
shut down of all fields must be included in the schedule.The shutdown shall not limit the
abifity to set up or tear down fields by T-CYSA staff and T-CYSA wi�l, as determined
and coordinated with the City, remove al! equipment from the fietds to minimize
obstruction during#he maintenance period.
To belter serve its patrons T-CYSA may place portable toilets in mutually agreed upon
locations within the complex. T-CYSA will annually review and confirm with conhacted
portabie toilet vendor,the raute that is to be used to service the units as determined by the
City. If in the course of its duties of management of the facility T-CYSA desires to bring
in other temporary equipment, such as patrtable field lighting, etc. T-CYSA will first
check with the City to conf'irm it can be placed,maintained and remaved with minimal or
no dasnage to the fields.They will also check with both T-CYSA and the City's insurance
praviders to ensure coverage will not be jeopardized.
Note: T-CYSA and the City each will have the right to ban �rganizations from use of the
fields for documented failure to abide by the rules of use and/or destruction of property.
At the beginning af each new calendar year, T-CYSA sha11 submit to the City a field
rental rate menu reflective of service provided and include a breakdown of the costs as
backup and justification of the proposed rates. Rental rates shall be reflective of rates
charged by other camparable facilities and in line with industcy standards. No rental fees
will be charged thc City for their use of the facility.
To aid in communication,understanding and field maintenance coordination, each season
T-CYSA shall provide the City a diagram of the configuration of all fields at the complex
indicating each field's assigned field number.
Parties shall not use the premises in any manner that will increase risks occurred by
insurance an the premises and result in an increase in the rate of insurance or a
cancellatian of any insurance policy, even if such use may be in furtherance of the
P��S'P�Pose.
Parkies shall not ailow any waste or nuisance on the premises, or use, or allow the
premises to be used for any unlawfuI purposes.
T-CYSA further agrees to organize and/or work with outside tournament directors, with
the intent to hold at least two (2} major soccer tournaments per year with the primary
purpose af bringing in out-af-town teams. These toumaments shall talca piace sametime
between the months of March and October. Separately T-CYSA shai�work with the City
and Visit-Tri Cities to host I-2 other regional soccer tournaments eacl� year. In
Amended Agreement for Land Use&Develapmrnd Soccer Complex
-3
conjunction with the City ss part of the Grand Old 4�' of July Cetebration T-CYSA shall
run a soccer tournament, which may serve as one nf the major or regianal tournaments
previously mentioned All revenues colIected by T-CYSA during these taurnaments, i.e.
tournament entry fees, team fees, player fees, and concession revenue shall, except as
otherwise stated herein,belong to the T-CYSA for its uses and gurposes. Should the City
hold soccer toumaments or svents of its own at the facility, revenues therefrom shall
belong to t�e City, with concession stand revenues subject to addendum and special
agreement, as the case may be, since the T-CYSA has sols cnntrol and responsibility
therefare. Such tournaments andlor events held by the City must be caerdinated with T-
CYSA and be mutually agreed upon.
5. Parking. The T-CYSA shall have the right ta use the parking iot at the adjacent
professional baseball complex far its coaches, spectators,team members and officials and
shall make all reasonable efforts to avaid conflicts between special stadium events and T-
CYSA soccer events far stadium parking.
For its events, T-CYSA may provide parking attendants and collect a parking fee. The
fee shall be a fee in an amount established by T-CYSA. All parkiag fees collected shall
be the exclusive property of T-CYSA. To better coordinate events and accommodate
parking in the area,T-CYSA will give a minimum thirty{30)days' notice, af T-CYSA's
intent to collect parkiag fees,to both with the Minor League Baseball Team haused at the
baseball Stadium and to the City's Recreation Services Manager.
The placement of a parking attendant at the neighboring Saftbail compjex mtsst be
coordinated with the City and, in the event a Softball Toumament is taking place on the
same day, the parking attendacst must direct all soccer event attendees to the Basebali
Stadium parking lot.
6. Payment to the City, Beginning in 2Q21, T-CYSA shalI pay to the City, as partial
compensation for maintenance of the soccer fields, the sum of$44,056. Thereafter, the
annual payment shall be increased by 3%per year through the end of the term.
7. Develapment Permits. Because the City is the owner of the property, it agrees to make
application for all necessary permits,which may be required far any further development
of the complex.
8. Indemnifieation. In addition to any other indemnities provided by this agreement, and
to the extent permitted by �aw, each party {"indemnifying party") shall, at its sale cost
and expense, indernnify and save harmless the ather, and their respective agents,officers,
or employees ("indemnities"}against and from all clairns asserted against the other party
or their respective indemnities by reason flf any work or things done or not done in,on, or
about the premises or the improvements made in connection with the indemnifying
party's construction, development, maintenance or repair obligatians under Sectians 2
and 3 of this agreement.
Amended Agreement for Land Use 8c Developmenk/Saccer Complex
-4
Each party ("indemnifying parly") agrees at its sole cost and expense, and to the extent
permitted by law, to indemnify and defend the other party and their respective
indemnities and hold them harmless from all claims, arising fram or as a consequence of
the rights granted to or obligations incurred by the indemnifying party under this
agreement, the use of the premises by the indemnifying party or the operation, alteration,
maintenance or removal of the improvements by the indernnifying party. It is the intent
of this paragraph that each indemnifying party shall indemnify the ather party with
respect to all claims arising out of the indemnifying party's use, activities, and/or
occupancy of the premises. The provisions of this section shall survive beyond the terms
of this agreement for occurrences which occur during the term.
9. Lieas. The T-CYSA shall not create or permit to be created or to remain, and shall
discharge as provided in this paragraph, any liens, encumbrance, ar charge levied on
account af any mechanics, laborers, or materialmen, or otherwise (collectively, "a lien"}
which might be or become a lien, encumbrance or charge upon the premises.
10. Insurance. The City represents that it is a self-insured public entity and a member of a
self-insurance pool of municigaIities (Washington Cities Insurance Authority). The T-
CYSA shall procure and maintain for the duration of the Agreernent, insurance against
claims for injuries to persons ar damage to property, which rnay arise from or in
cannection with the performance of any and all activities hereunder by T-CYSA, its
agents,representatives, or ernployees.
Minimum Sc e uf Insurance. T-CYSA shall obtain insurance of the types described
below:
Commercial General Liability insurance shall txe written an ISO occurrence form
CG 00 O1 and sha31 cover liability arising from premises, aperations, personal
injury, adventising injury, activities of T-CYSA and activities of independent
teams who are participating with or competing against T-CYSA. The City shall
be named as an additional insured under T-CYSA's Commercial General Liability
insurance palicy with respect to the activities of T-CYSA under this Agreement.
Minimum Amounts of Insurance. T-CYSA shall maintain the following insurance limits:
Commercial General Liability insurance s'hall be written with limits no less than:
� $2,OOO,Q00 each occurrence, $2,404,4�general aggregate;OR
p $ eaah occurrence;and$,�____ _general aggregate
Other Insurance Provisions. The insurance policies are to contain, or be endorsed ta
cantain,the following provisions for Commercial General Liability insurance:
T-CYSA's insurance caverage shall be primary insurance as respects the Citye
Any insurance, self-insurance, or insurance pool coverage maintained by the City
shall be excess of T-CYSA's insurance and shail not contribute with it.
Ameaded Agrt�ment for Land Use&Development/Soccer Complex
-5
T-CYSA's insurance shall be endorsed ta state that coverage shall not be
cancelled, except after thirty (30) days' prior writ#en notice by certified mail,
return receipt requested, has been given to the City.
Accentabilitv of Insurers. Insurance is ta be placed with insurers with a current A.M.
Best rating af not less than A:VII.
Verificatian of Ca�eraae. T-CYSA shall fumish the City with original certificates and a
copy of the amendatory endorsements, including but not ttecessarily limited to the
additional insured endorsement,evidencing full satisfaction of the insurancc requirements
of T-CYSA before commencement of any activities hereunder.
No Limitation. T-CYSA's procurement and maintenance of insurance as required by this
Agreement shall not be construed to limit the liability af T-CYSA to the coverage
provided by such insurance, or otherwise limit the City's recourse to any remedy
available at law or in equity.
11.Fee for Use af Premises. In the event that either the City or T-CYSA, intends to impose
any fee or rental for the use of the premises by any other organization it shal!first secure
an indemnity agreement from the potential user holding bath the City and T-CYSA
harmless against a11 claims, losses and expenses in connectian with such user's use of the
premises and further, shall secwe a certificate of insurance, comparable to the limits set
forth in SecNon 10 of this agreement, naming both the City anci T-CYSA as additional
insureds under such poIicy of the potential users. This restriction is intended to protect
the parties fram liability through the provisions of the State Recreational Land Use
Immunity Statutes. This provision shall not preclude the fees charged by either party for
general registration or tournament entry.
12.Early Termination.
1. Without Cause. Either party may terminate this agreement for any reason by
giving the other party twa (2) years advance writt�n notice of its intention to
terminate to the other party. Should termination by the City occur herein under,
the amount of compensatian due T-CYSA shall be 20% of the determined or
agreed 20Q7 replacement cost exclusive of land acquisition as set forth in the
2005 amended agreement, then for each year thereafter the amount of
compensation shall be reduced by three percent {3°/4} ger year for the remaining
years of this agreement.
2. With Cause. Should T-CYSA be found in breach of this agreement, notifications
will be sent via certified mail to the address and contact information listed in
section 16 betow. Notification will be considered delivered upon receipt of
certified delivery slip ar 3 days after postmark date. T-CYSA will have 30 days
from natification to remedy breach to City's satisfaction, if unwilling to rectify
breach; agreement will terminate in 6 months without compensation to T-CYSA.
Amandcd Agreement far Land Use&Develapmend Soccer Complcx
-b
13. Djs ute Resolution. This Agreement has been and shail be construed as having been
made and entered into and delivered within the State of Washington and it is agreed by
each parly hereto that the laws of the State of Washington shall govern this Agreemen�
In the event af a disputc regarding the enforcement, breach, default, or interpretation of
this Agreement, the Project Administrators, or their designees, shall first meet in a good
faith effort to resolve such dispute. In the event the dispute cannot be resolved by
agreement of the parties, said dispute shali be resolved by arbitration pursuant to RCW
7.04A, as amended,with both pazties waiving the right of a jury trial upon hial de novo,
with venue placed in Pasco, Franklin County, Washington. T'he substantially prevailing
garty shall be entitled to its reasonable attomey fees and costs as additional award and
judgment against the other.
14. Remedies. Each of the parties shall have all remedies available by law or in equity,
including specific performance, to force any obligation of the other party to this
agreement. However, except as provided in this agreement, (SectionlZ) termination of
this agreement shall not be available as a remedy for any party.
15. No Waiver. No failure by any pariy to insist ugoa the strict perFormance of any
covenant, agreement, promise, term or canditian of this agr�ement or to exercise any
right or remedy consequent upon any breach shall constitute a waiver of any breach of a
covenant,agreement,promise term or condi#ion.
16. NoNces. Ali notices required ar permitted under this agreement shail be in writing and
shall be served upon the parties in person ar by certified or registered mail (retum receipt
requested) directed to the addr�sses set forth below or addresses designated by a party
pursuant to written notice. Any notice so maited shall be effective three (3) days after
mailing. All changes of address shall be effective upon written notice in the fashion
provided by this section
City of Pasco, ACS Director Tri-Cities Youth Soccer Association
Pasco City Ha11 President
525 N.3rd blfi0 Burden B�vd
P.O.Box 293 Pasco,WA 99301
Pasco,Washington 993U 1
17.Assignment. The T-CYSA shall not assign this agreement or any rights hes�under to any
person,entity,ar organizatian without the written permissiQn of the City. This agreement
is personal to the parties.
18. Entire Agreement. This agreement, including the exhibits, contains all the promises,
agreements, conditions, inducements and understandings between the parties relative ta
the premises and there are po promises, agreements, conditions, inducements,
understandings, wairanties or representations oral or written expressed or implied,
between them other than as set forth hercin.
Amended Agroement for Land Use&Developmrnd Soccer Complex
-7
IN WITIVESS WHEREOF, the Parties have signed this Agreement oa the date set forth
above.
CTTY OF PASCO, WASHINGTON TRI-CITIES YO S CCER ASSOCIATION
By: By:
Signature: City Manager Signature;Presi� nt
Name• Name:_��1�t�� ��C���
Printed Printed
Approved as to Form:
Kerr Ferguson Law PLLC
City Attorney
Amended Agreement for Land Use&Developmend Soccer Complex
_g