AGREEMENT FOR THE USE OF ALBERT PARK STADIUM AND BASEBALL FIELD FOR PROFESSIONAL MINOR LEAGUE BASEBALL

Transcription

1 Attachment B AGREEMENT FOR THE USE OF ALBERT PARK STADIUM AND BASEBALL FIELD FOR PROFESSIONAL MINOR LEAGUE BASEBALL THIS AGREEMENT (the AGREEMENT ) is made and entered into this day of November, 2012 by and between the CITY OF SAN RAFAEL (hereinafter CITY ) and SANDLOT BASEBALL PARTNERS, LLC, (hereinafter SANDLOT ). WHEREAS, CITY owns and operates Albert Park Baseball Field and Stadium facilities (further described in section 3.A. below and hereinafter referred to as the FACILITIES ); and WHEREAS, SANDLOT is the successor-in-interest to Centerfield Partners, LLC, which entered into an Agreement with CITY on October 3, 2011 for periodic exclusive use of the FACILITIES to support a professional level baseball team participating in the North American Baseball League, now known as the Pacific Association of Professional Baseball Clubs for a term starting in May and concluding in September 2012 ( the 2012 Agreement ); and WHEREAS, pursuant to the 2012 Agreement, Centerfield Partners, LLC conducted one (1) pre-season and forty-two (42) regular season San Rafael Pacifics Baseball Club games and associated activities at the FACILITIES during the term of that Agreement; and WHEREAS, SANDLOT, as the successor to Centerfield Partners, LLC, desires to enter into a new agreement for the use of the FACILITIES by SANDLOT, as set forth in the Proposal for Use ( PROPOSAL ) attached hereto as Exhibit A and incorporated herein; and WHEREAS, pursuant to San Rafael Municipal Code Section , SANDLOT must obtain a Permit for the requested use, to be executed by the CITY s Community Services Director; and WHEREAS, in connection with the approval of the 2012 Agreement, the City Council appointed the Albert Park Community Advisory Committee to review and report on performance of the 2012 Agreement; and WHEREAS, the Albert Park Community Advisory Committee conducted three public meetings and issued a Final Report on the 2012 Agreement (the Final Report ); and WHEREAS, the San Rafael Parks and Recreation Commission conducted a public meeting to review the Final Report, made comments thereon, and approved the Final Report as amended by those comments; and 1

2 WHEREAS, the Parks and Recreation Commission, finding the performance of the 2012 Agreement to be satisfactory, the use appropriate for the FACILITIES, and of benefit to the community as family-oriented entertainment and as a local business stimulant, approves the Report and referred it to City Council; and WHEREAS, the City Council, at a regular meeting on November 19, 2012, reviewed the Final Report and the recommendation of the Park and Recreation Commission and considered the PROPOSAL; and WHEREAS, CITY and SANDLOT agree that identified use and impact issues identified in the Final Report and related to the PROPOSAL are satisfactorily addressed through management plans included as Exhibits B through I to this AGREEMENT. NOW, THEREFORE, the parties hereto agree as follows 1. Purpose. The purpose of this AGREEMENT is to define the scope of the use of Albert Park Baseball Field and Stadium and specific facilities therein by SANDLOT, the operations conducted by SANDLOT and the responsibilities of CITY, to set forth the compensation to be paid to CITY for such use, and to enumerate other related provisions that will contribute to the mutual benefit of the parties to this AGREEMENT. This AGREEMENT shall constitute the Permit required by San Rafael Municipal Code Section Term. This AGREEMENT shall become effective on the date that it is signed by both parties and shall extend through September 30, Either party may terminate this AGREEMENT as provided for in Section 10. The parties may mutually agree to extend the term by a written amendment to this AGREEMENT. 3. Scope of Use. CITY and SANDLOT agree that the use of the FACILITIES by SANDLOT and the responsibilities of the CITY and SANDLOT shall be as described herein. Changes in services and responsibilities must be negotiated and mutually agreed upon in writing by both parties. A. Site. (1) The FACILITIES are located at 50 Albert Park Lane in Albert Park, San Rafael and include the baseball field, stadium with lights, a portion of the stadium storage, portion of the adjacent parking lot, restrooms, dugouts, locker rooms, press box, activity area and public address system. (2) The FACILITIES are further described in the Site Plan, Exhibit G, attached hereto and incorporated herein. (3) CITY shall make available the Lonatese Garden and San Rafael Community Center for use by SANDLOT Wednesdays, Thursdays and Fridays and other days as prior scheduling allows at the applicable fee schedule for events and promotion activities. 2

3 (4) CITY shall make available the Activity Area adjacent to the Stadium as shown in Exhibit G for use by SANDLOT one hour before each game for exclusive receptions and during each game for children s non exclusive activities at the applicable fee schedule. B. Operations (1) SANDLOT shall be responsible for all aspects of operations of its professional baseball organization. (2) CITY and SANDLOT shall mutually agree on a facility use schedule applicable on selected Mondays through Sundays, with games to start weekdays at 7:00 p.m., Saturdays at 5:00 p.m., and Sundays at 1:15 p.m. a. SANDLOT agrees to deliver a tentative schedule of up to 45 regular season dates, including playoff games, to CITY no later than December 31, 2012 and thereafter on December 31, or the next business day, of each succeeding year of this AGREEMENT. b. CITY agrees to provide SANDLOT a list of blackout dates, when games cannot be scheduled due to other FACILITIES schedules. c. CITY agrees to respond to SANDLOT on the tentative FACILITIES reservation schedule no later than fifteen (15) business days after receipt. d. The parties agree to work in good faith to agree on a FACILITIES reservation schedule amenable to both parties. e. When the schedule of regular season and playoff games has been mutually approved, SANDLOT may request additional FACILITIES reservation hours for team practices, try outs, and other activities acceptable to CITY. All hours of FACILITIES reservation are subject to the CITY s fee schedule for use of the FACILITIES. f. CITY agrees to use reasonable efforts to accommodate rescheduling of any postponed games. g. During the term of this AGREEMENT, CITY agrees not to host other professional, semi-pro, collegiate, or similar team on more than 6 dates per year in aggregate, without prior written consent of SANDLOT. h. So long as there is no conflict with the approved facility reservation schedule for SANDLOT, CITY will continue its typical hosting of high school baseball, recreational softball, and other events at the FACILITIES throughout the term of this AGREEMENT. 3

4 (2) CITY and SANDLOT mutually agree to abide by the Parking Plan attached as Exhibit B and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. SANDLOT agrees to restrict employees, staff, players and all other persons associated with games at the FACILITIES from parking in the San Rafael Community Center Parking Lot (with the exception of the back lot directly adjacent to the Stadium), or other parking lots adjacent to the FACILITIES without expressed permission by the property owner. (3) CITY and SANDLOT mutually agree to abide by the Traffic Plan, attached as Exhibit C and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. CITY and SANDLOT shall amend the Traffic Plan to include a strategy, approved by the CITY Traffic Engineer, for reducing pedestrian mid block crossing on Andersen Drive. (4) CITY and SANDLOT mutually agree to abide by the Safety and Security Plan, attached as Exhibit D and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (5) CITY and SANDLOT mutually agree to abide by the Alcohol Management Plan, attached as Exhibit E and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (6) CITY and SANDLOT mutually agree to abide by the Noise Management Plan, attached as Exhibit F and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (7) CITY and SANDLOT mutually agree to abide by the Site Improvement Plan, attached as Exhibit G and incorporated herein by reference. All improvement proposals must be submitted in writing by SANDLOT for approval by CITY before installation. (8) CITY and SANDLOT mutually agree to abide by the Concessions Plan, attached as Exhibit H and incorporated herein by reference, applicable to all games and activities at the FACILITIES when the public is invited. (9) CITY and SANDLOT agree to abide by the Community Benefits Plan, attached as Exhibit I and incorporated herein by reference. 4

5 C. Required Staffing. SANDLOT agrees to recruit, hire, train, supervise, schedule, and, to the extent required by law and subject to use by SANDLOT of independent contractors, to provide payroll services and worker s compensation benefits for, employees required to support and conduct SANDLOT operations pursuant to this AGREEMENT, including but not limited to parking, security, concessions, guest services, coaches, players, and officials. D. Program Promotion (1) SANDLOT shall be responsible for promoting and publicizing its team, schedule, and program. CITY shall participate in promotion with permission of SANDLOT through local media including, but not limited to, CITY web site presence, and the CITY Activity Guide, as well as print material, data base communication, and public outreach. CITY agrees to support opportunities to promote the SAN RAFAEL PACIFICS BASEBALL CLUB within CITY s existing resources. (2) Sponsor and promotional signs in the interior of the FACILITIES may be installed with the prior approval as to design, size and installation of the CITY, which approval shall not unreasonably be withheld. Exterior signage must comply with San Rafael Municipal Code Title 14, Chapter SANDLOT shall install its signage no earlier than May 1and shall remove it no later than September 30 each year during the term of the AGREEMENT (3) Promotional material generated by SANDLOT shall not represent CITY in general or specific terms as sponsor, co-sponsor, or affiliated with SANDLOT operations. (4) CITY and SANDLOT shall meet with the Park and Recreation Commission in July of each year during the term of this AGREEMENT and the end of each season, or no later than September 30, at times and places mutually agreeable, to review the management plans set forth in Exhibits B through I and issues arising from the use of FACILITIES. All parties shall work in good faith to resolve issues and/or address complaints. E. Maintenance of FACILITIES. (1) CITY shall deliver in good condition, within its commercially reasonable capacity to do so, fit for intended use, the FACILITIES and all furnishings, landscape, buildings, and equipment; and shall provide all 5

6 regular and routine maintenance of the FACILITIES related to the operation and preparation of the field, stadium interior and exterior, lights, dugout areas, entrances, and landscape. The term regular and routine shall mean routine expenditures in connection with the use of the physical plant such as general maintenance, cleaning, disinfecting, lighting, water, grass cutting, field preparations, and similar items which are regularly incurred, and for operating repairs to the fixed equipment, plumbing, hardware and emergency repairs of similar nature. Prior to each game day, including scheduled team practices, tryouts, regular season and playoffs, CITY will prepare the playing field for batting practice three (3) hours before the scheduled first pitch. (2) CITY shall provide all utility, water, electrical, gas, and garbage disposal services to the FACILITIES, at its sole expense. (3) SANDLOT shall notify CITY of dangerous, hazardous, or unsafe conditions immediately upon discovery and shall prevent public exposure to such by means of notification and/or identification with appropriate signage and separation. (4) CITY shall provide timely repairs to furnishings, landscape, field, buildings, and equipment, and shall respond immediately to notification of dangerous, hazardous or unsafe conditions. (5) SANDLOT shall provide timely repairs to such temporary seats and restroom facilities that it will install pursuant to this AGREEMENT, and shall respond immediately to notification of dangerous, hazardous, or unsafe conditions. SANDLOT shall at all times comply with Americans with Disabilities Act requirements for access, seating, restrooms etc. (6) CITY shall provide garbage receptacles and basic disposal service to serve the FACILITIES. SANDLOT shall provide recycling collection and disposal to serve the FACIITIES (7) CITY shall provide all soaps and restroom paper products, and stock the same for the permanent restrooms located at the FACILITIES. (8) SANDLOT shall provide maintenance services after each game, limited to: - Sweeping out of dugouts, removal of chairs - Removal and storage of bases - Covering of pitchers mound - Placement of all garbage, inside the stadium and ball field facilities, in receptacles, except on schedule pick up dates. 6

7 - Removal of field level seats required if field irrigation is impacted, or if another field user is scheduled before the next SANDLOT use. - Security of the interior/exterior gates, press box, restrooms, team rooms, and stands - Daily cleaning of portable restroom facilities - Extinguishment of field and grandstand lights (9) SANDLOT shall turn on all field, grandstand, and related lights 30 minutes before dusk. F. Equipment. (1) CITY shall provide and maintain fixed equipment and furnishings, including but not limited to a portable enclosed backstop, pitcher s mound tarp, public address system, internet and phone service in the press box, non-motorized field maintenance apparatus, chairs, garbage receptacles, gate locks, and other items mutually agreed upon. Such equipment is intended for use on the site only. SANDLOT shall replace or reimburse CITY for damaged or lost equipment supplied by CITY, normal wear and tear excepted. (2) SANDLOT shall purchase all team related equipment, including safety and first aid equipment, at its sole expense and responsibility. (3) SANDLOT shall rent temporary restroom facilities, to supplement the permanent restroom facilities on site, at its sole expense and responsibility, and arrange for the security and service to same. As possible, service shall not be scheduled prior to 8:00 a.m. on weekdays and 9:00 a.m. on weekends. (4) CITY shall provide on-site seasonal storage for SANDLOT equipment as per the Site Improvements Plan, Exhibit G. (5) CITY shall provide SANDLOT with necessary keys and adequate access to the stadium. G. Concessions. (1) CITY agrees to allow SANDLOT, at its sole expense, to stage a temporary concessions area as well as other portable concession carts, BBQs, retail stands, and food service areas in the locations as mutually agreed. The design and form of such concessions must be approved by CITY before installation; said approval not to be unreasonably withheld. 7

8 H. Fees. (2) SANDLOT shall open concessions facilities for general sales no earlier than 1 hour prior to the scheduled first pitch for each game. (3) SANDLOT, at its sole expense, shall provide all equipment and materials needed to support concessions. (4) SANDLOT shall ensure that all concessions comply with State, County of Marin, and City of San Rafael health and safety codes for the sales of food and beverages, as well as all other federal and state requirements, including the Americans with Disabilities Act. (5) SANDLOT may operate food, alcoholic and non-alcoholic beverage concessions upon request by groups renting the FACILITIES during the term of this AGREEMENT, in compliance with the operating standards and conditions required by this AGREEMENT. SANDLOT may be compensated for this service by groups renting the FACILITIES. (6) SANDLOT shall comply with the requirements of the State Alcoholic Beverage Commission and all conditions set forth by the San Rafael Police Department for the sales of alcoholic beverages. (7) SANDLOT and CITY agree to the Alcoholic Beverage Management Plan as attached as Exhibit E. (8) SANDLOT shall be wholly responsible for the security of the concessions equipment and furnishings. (9) SANDLOT shall be wholly responsible for collection and disbursement of garbage generated inside the concessions area. (1) SANDLOT shall pay CITY in accordance with the City of San Rafael Master Fee Schedule, for the use of FACILITIES $80/hr. with an additional $40/hr for use of field lights. If CITY revises the Master Fee Schedule IN SUCCESSIVE YEARS OF THIS AGREEMENT, the rate within this AGREEMENT shall increase no more than 10% each year over the Term of the AGREEMENT. In exchange for and in consideration of the permanent improvements to the site described in Exhibit G, hereunder described, and any future improvements as mutually agreed, CITY agrees to credit up to a maximum of $5,000 per year, the cost of said improvements over the term of the AGREEMENT. SANDLOT will provide CITY with reasonably satisfactory evidence of the costs that it incurs in making the permanent improvements. SANDLOT shall not be liable for any additional CITY expenses, except as otherwise specifically provided herein and/or as approved in advance 8

9 by SANDLOT CEO, and CITY s Community Services Director, or his/her designee. (2) Payment of Fees shall be due on the following schedule, as invoiced by CITY: - 25% of season fees due June 1 of each year of this AGREEMENT, net of 25% of annual credit - 25% of season fees due July 1 of each year of this AGREEMENT, net of 50% of annual credit - 25% of season fees due August 1 of each year of this AGREEMENT, net of 75% of annual credit -25%, of season fees due September 30, of each year of this AGREEMENT, net of 100% annual credit (3) Fees due on September 30 payment of each year shall be adjusted as per actual hours used and credit granted for as per CITY. I. Revenues. CITY and SANDLOT agree that SANDLOT will retain 100% of revenues generated by Ticket Sales, Concessions, Merchandise Sales, TV/Radio/Online Broadcasts, and Sponsorships/Advertising, and all other revenues derived from SANDLOT use of the FACILITIES, unless otherwise agreed to. SANDLOT will determine all prices in its sole discretion. 4. Indemnification and Hold Harmless. Parties agree to the following: A. CITY agrees to protect, defend, indemnify, and hold harmless SANDLOT, its officers, elected officials, agents, and employees, from any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) due to the willful misconduct or sole active negligence of CITY arising in connection with this Agreement. B. SANDLOT agrees to defend, indemnify, release, and hold harmless CITY, its officers, elected officials, agents, and employees (collectively, for purposes of these indemnification provisions, the "CITY"), from any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), related to damage to property, and/or injury or death to any person occurring in, on or about the FACILITIES during or in connection with SANDLOT use of the FACILITIES pursuant to this AGREEMENT, or related to SANDLOT s failure to perform any provision of this AGREEMENT. 9

10 In addition, SANDLOT agrees to defend, indemnify, release, and hold harmless the CITY from any and all claims, actions or proceedings brought against it, the purpose of which is to attack, set aside, void or annul the CITY s approval of this AGREEMENT, or the CITY s CEQA determination with respect to the approval of this AGREEMENT. This indemnification shall include, but not be limited to, damages, costs, expenses, attorney fees or expert witness fees that may be asserted or incurred by any person or entity, including SANDLOT, arising out of or in connection with the CITY s approval of this AGREEMENT. In the event SANDLOT is required to defend the CITY in connection with any said claim, action or proceeding, the CITY shall retain the right to approve any and all settlements, which approval shall not be unreasonably withheld. Nothing herein shall prohibit the CITY from participating in the defense of any claim, action or proceeding, provided that if the CITY chooses to have counsel of its own to defend any claim, action or proceeding where SANDLOT already has retained counsel to defend the CITY in such matters, the fees and the expenses of the counsel selected by the CITY shall be paid by the CITY. C. The provisions of this Section shall survive the termination or expiration of this AGREEMENT. D. Nothing contained in this section or this AGREEMENT shall be construed to create a liability to or a right of indemnification in any third party. 5. Insurance. A. SANDLOT, at its sole cost and expense, shall obtain and maintain, during the life of this agreement such public liability insurance in the amount of $1,000,000 per occurrence, $3,000,000 aggregate satisfactory in form to CITY, and with the CITY, its officers, employees, agents and volunteers added as additional named insureds, as shall protect SANDLOT and CITY, its officers, employees, agents, and volunteers from claims for damages or personal injury, including accidental death as well as for claims for property damage which may arise from or out of this AGREEMENT, whether by SANDLOT, its officers, agents, employees, volunteers or subcontractors. B. Each such policy of insurance described in Section 5. A. shall be endorsed to provide as follows: (1) It is agreed than any insurance maintained by CITY shall apply in excess and not contribute with insurance provided by SANDLOT. (2) It is further agreed that the coverages afforded shall apply as if separate policies were issued to each party (gross liability). 10

11 (3) All rights of subrogation are hereby waived against CITY and the members of its City Council and elective or appointive officers or employees, when acting within the scope of their employment or appointment. (4) This insurance shall not be canceled; limited or non-renewed until after (30) day s written notice has been provided to the CITY. C. A duly executed Certificate of Insurance, evidencing all of the coverages required herein, and all required endorsements, shall be submitted to the City Attorney for approval promptly upon issuance. 6. Third Party Action Notification. In the event any action or suit is filed or claim made against a party related in any way to the services performed pursuant to this AGREEMENT, that party shall provide prompt notice of the same to the other party. 7. Severability. A. If a court of competent jurisdiction holds any part, term or provision of this AGREEMENT to be illegal or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations pursuant to this AGREEMENT shall be construed and enforced as if the AGREEMENT did not contain the particular provision held to be invalid. B. If any provision of this AGREEMENT is in direct conflict with any statutory provision of the State of California, that provision shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 8. Non-Waiver. A waiver by either party of the breach of any provision of this AGREEMENT by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 9. Assignability: No Third Party Beneficiaries. A. SANDLOT shall not assign or transfer any interest in this AGREEMENT, nor its duties and obligations under this AGREEMENT, without the prior written consent of CITY, said consent not to be unreasonably withheld or delayed, and any attempt by SANDLOT to so assign this AGREEMENT, or any rights, duties, or obligations arising hereunder, shall be void and of no effect. B. Neither party shall assign or transfer its rights to enforce any part of this AGREEMENT. The obligation of the CITY and the obligations of the SANDLOT stated in this AGREEMENT are not intended to, and do not, create 11

12 any rights to any other person or entity which such person or entity would not otherwise have in the absence of this AGREEMENT. 10. Termination. A. CITY Termination. CITY may terminate this AGREEMENT, for Cause only, prior to the end of the term hereof, upon thirty (30) days advance written notice to SANDLOT. Cause shall be defined as default on any of the following terms: (1) Upon written notice from CITY, if SANDLOT is in arrears on payments and does not cure within 10 days. (2) Upon written notice from CITY, if SANDLOT fails to correct, within 10 days of written notice, any failure to conduct its permitted activities in compliance with this AGREEMENT. (3) Upon written notice from CITY, if SANDLOT fails to maintain, within 10 days of written notice, insurance as required by this AGREEMENT. (4) Upon written notice from CITY, if SANDLOT fails to correct, within 10 days of written notice, SANDLOT s breach of any other material term of this AGREEMENT. B. SANDLOT Termination. SANDLOT may terminate this AGREEMENT without Cause upon thirty (30) days advance written notice to CITY anytime during the Off-Season (defined as either (i) after the last regular season game of any season and on/before December 31 of any season during the Term, or (ii) any time before March 1, 2015). In this event, no Fees shall be due for the upcoming season. SANDLOT may also terminate this AGREEMENT at any time for Cause, which shall be defined as CITY s failure to correct, within 10 days of written notice, CITY s breach of any material term of this AGREEMENT. In the event that either party terminates this AGREEMENT, each party agrees to be solely responsible for any costs incurred by it that are associated with removal of temporary equipment, utilities and/or facility management. 11. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses below, or to such other addresses as the parties may hereafter designate in writing: 12

13 TO CITY: Carlene McCart, Director San Rafael Community Services 1400 Fifth Avenue P.O. Box San Rafael, CA TO: SANDLOT BASEBALL, LCC Michael Shapiro, General Manager San Rafael Pacifics Baseball Club nd Street San Rafael, CA Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when so mailed or hand delivered to the addresses specified above. 12. Survival. Any provision of this AGREEMENT that imposes an obligation after termination or expiration of this AGREEMENT shall survive the term of expiration of this AGREEMENT and shall be binding on the parties to this AGREEMENT. 13. Governing Law. This AGREEMENT shall be governed by and construed in accordance with the laws, rules and regulations of the State of California. 14. Compliance with Law. All parties to this AGREEMENT shall comply with all applicable federal, state and local laws, rules and regulations in carrying out the terms and conditions of this AGREEMENT. 15. Neutral Authorship. Each of the provisions of this AGREEMENT has been reviewed and negotiated and represents the combined work product of all parties hereto. No presumption or other rules of construction which would interpret the provisions of this AGREEMENT in favor of or against the party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this AGREEMENT. 16. Filing. A copy of this AGREEMENT shall be filed with the City Clerk s office. 17. No Employment Relationship. CITY and SANDLOT understand and expressly agree that in connection with this AGREEMENT, each party bears full responsibility for controlling the manner and means by which its respective employees, agents, and volunteers perform work, and for providing all compensation and other employment benefits including payroll taxes and worker's compensation coverage to its respective employees. SANDLOT employees are not CITY employees and CITY employees are not SANDLOT employees, and employees of either party shall have no 13

14 right to, and shall make no claim for, any type of employment benefits or compensation from the other party. 18. Entire Agreement Amendments. The terms and conditions of this AGREEMENT represent the entire AGREEMENT of the parties with respect to the subject matter of this AGREEMENT and supersede any and all prior negotiations, discussions, understandings, and agreements between the parties as to the subject matter hereof. The terms and conditions of this AGREEMENT shall not be altered or modified except by a written amendment to this Agreement signed by CITY and SANDLOT. The City Manager, or her designee, is authorized to alter or modify the terms and conditions on behalf of CITY as necessary. The Managing Member of SANDLOT or his/her designee is authorized to alter or modify the terms and conditions on behalf of SANDLOT as necessary. IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the day, month and year first above written. CITY OF SAN RAFAEL SANDLOT BASEBALL PARTNERS, LLC NANCY MACKLE, City Manager EUGENE LUPARIO, MANAGING PRINCIPAL OWNER, SANDLOT BASEBALL PARTNERS, LLC ATTEST: ESTHER C. BEIRNE. City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney Attachments: Exhibit A: Proposal for Use, dated November 2012 Exhibit B: Parking Plan Exhibit C: Traffic Estimate Exhibit D: Safety and Security Plan Exhibit E: Alcohol Management Plan Exhibit F: Noise Management Plan Exhibit G: Site Improvements Plan Exhibit H: Concessions Plan Exhibit I: Community Benefits Plan 14