JOINT USE AGREEMENT REGARDING COMMUNITY USE OF PRIORY ATHLETIC FACILTIIES

JOINT USE AGREEMENT REGARDING COMMUNITY USE OF PRIORY ATHLETIC FACILTIIES This Joint Use Agreement ( Agreement ) is entered into by and between the Town of Portola Valley, a municipal corporation of the State of California ( Town ) and Benedictine Fathers of the Woodside Priory, Inc. ( Priory ), a California corporation, effective, 2005. RECITALS: A. The Priory operates under a Conditional Use Permit ( CUP ) originally granted in 1969 that allows its institutional use in an area that is zoned for residential use. An important finding of the Town in granting the CUP was that the community benefit from the use of the Priory s athletic facilities. B. The Priory s granting community athletic groups use of its facilities has been and is an important aspect of the Priory project. C. The Priory is requesting approval for an amendment to the CUP ( Amended CUP ) in order to execute its revised Master Plan that calls for an increase in enrollment to 350 students and 50 teachers and an expansion of physical facilities. D. As a part of its Amended CUP, the Priory wishes to continue to make its athletic facilities available to the community as it has pursuant to the original CUP. The Town believes the community use is an integral part of the Amended CUP. E. The Town and the Priory now desire to set forth revised policies and procedures regarding use by the community of certain fields and facilities located on the campus of the Priory, and wish to supercede and replace the November 10, 1986 Memorandum of Understanding ( MOU ) Regarding Use of Soccer Fields, Baseball Fields, Athletic Areas and Track at Woodside Priory School with this Agreement. NOW, THEREFORE, the parties agree as follows: AGREEMENT: 1. TERMINATION OF MOU. The parties agree that this Agreement supersedes the MOU, and that the MOU shall terminate as of the effective date of this Agreement (hereinafter defined in Section 3.1). 2. FACILITIES. The following facilities ( Facilities ) are subject to this Agreement, as further depicted on the Priory campus map attached hereto as Exhibit A. A. Varsity Soccer Field D. Kalman Field B. JV Soccer Field E. Tennis courts C. Softball field F. Gambetta Gymnasium 1

3. EFFECTIVE DATE. The effective date ( Effective Date ) of this Agreement shall be (30) days after the date on which a Notice of determination pursuant to the California Environmental Quality Act is filed by the Town following the Town s final approval of the Amended CUP, unless the approval of the Amended CUP is challenged in the Superior court of San Mateo County, in which case the Effective Date shall be when Town approval of the Amended CUP is finally adjudicated and upheld and the time for filing further appeals has expired. 4. TERM. The term of this Agreement shall be from the Effective Date and continue for the life of the Amended CUP, until the Amended CUP is amended, terminated or revoked. 5. COMMUNITY USE. Subject to the conditions set forth in this Agreement, the Priory agrees to allow use of the Facilities by community athletic groups or leagues that are qualified in advance by the Town of Portola Valley and subsequently approved by the Priory, both as set forth herein. 6. TOWN QUALIFICATION. Organized athletic groups or leagues that wish to use the Facilities must first qualify as community athletic groups of the Town ( Community Athletic Groups ) pursuant to procedures and criteria established by the Town. The Priory acknowledges that the groups and leagues set forth in a list attached hereto as Exhibit B ( List ) are currently qualified as Community Athletic Groups. The Town shall maintain and revise the List to add or delete Community Athletic Groups as appropriate and will provide copies of the List to the Priory whenever it is updated. 7. PRIORY REQUIREMENT. Use of the Facilities by Community Athletic Groups shall be allowed by the Priory Director of Finance and Operations annually, prior to the beginning of each Community Athletic Group s season, subject only to the following: 7.1 Parking/Access Commitment. The Priory shall require that a representative of each Community Athletic Group sign a statement acknowledging that the members of his/her Community Athletic Group shall be informed of and abide by the following: 7.1.1 Parking, as well as drop-off and pick up, by Community Athletic Groups and their members is limited to the Priory campus and specifically to those areas delineated on the Priory campus map attached hereto as Exhibit A. 7.1.2 Parking, as well as drop-off and pick up, on Georgia Lane and Portola Road in connection with their use of the Facilities pursuant to this Agreement is specifically prohibited. 7.1.3 A violation of subsection 7.1.1 or 7.1.2 by a Community Athletic Group s members may constitute grounds sufficient for the Priory and the Town to revoke that Community Athletic Group s use of the Facilities. 2

7.2 Additional Priory Requirements. The Priory may require the following additional conditions of approval for each Community Athletic Group: 7.2.2 Insurance Certificate. A certificate evidencing a policy of general commercial liability insurance ( Policy ) naming the Priory, the Benedictine Fathers of the Priory, its Board of Directors, its Board of Trustees and the Town as additional insureds, with policy limits not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) comprehensive. These policy limits may be revised from time to time by the Priory, with the prior consent of the Town, which consent will not be unreasonably withheld. Such Policy shall contain a waiver of subrogation and an insured endorsement. 7.2.3 Fees. Fees from Community Athletic Groups in amounts sufficient to reimburse the Priory for its expenses (but not including administrative expenses) arising from the uses of the Facilities as contemplated by this Agreement, charged as an annual per-player fee comparable in price to the annual per-player fee charged by the Town for use of Town athletic facilities, as such price may change from time to time. The Priory shall not otherwise charge rent for use of the Facilities by Community Athletic Groups. 7.2.4 Fingerprinting. Finger printing by adults working with school age children on the Priory campus, if required by the California Education Code. 7.2.5 Supervision. Contact information for and a signed written agreement from a Community Athletic Group representative stating that he/she will be personally responsible for (a) ensuring that the Facility and the surrounding areas have been cleaned up (including but not limited to trash removal) after each use; (b) returning any Priory athletic equipment to its original location in good condition; and (c) immediately notifying the Priory if any problem arises in connection with its use of the Facility. 7.2.6 Noise and Pathways. A written acknowledgment from a representative of each Community Athletic Group that the Community Athletic Group s members will travel only on designated pathways on the Priory campus as depicted on Exhibit A and use their best efforts to maintain quiet when passing by private residences. 7.2.7 Banned Substances. A written acknowledgment from a representative of each Community Athletic Group that none of its members will use alcohol, tobacco products or illegal drugs on the Priory campus. 7.2.8 At Own Risk. A written acknowledgment from a representative of each Community Athletic Group that by entering the Priory campus pursuant to this Agreement, any person, including minors and the parents of any minor, is deemed to have agreed to be at his or her own risk. 3

8. SCHEDULING. The Priory Athletic Director shall schedule and coordinate use of the Facilities by Community Athletic Groups subject to the following restrictions and conditions. The Priory Athletic Director shall prepare a schedule of the approved Community Athletic Group uses prior to the start of each season and provide a copy of such schedule to the Town. The Priory Athletic Director shall schedule Priory athletic team and student use of the Facilities in advance of scheduling any Community Athletic Group use of the Facilities. 8.1 Availability. Subject to the foregoing, the Facilities shall be available for Community Athletic Group use only at the times set forth in Exhibit C attached hereto, except by special arrangement with the Priory Headmaster. Subject to such Planning Commission approval as may be required by the Town, Exhibit C may be amended from time to time upon mutual agreement by the Town and the Priory. 8.2 Scheduled Uses Only. Community Athletic Groups shall use those Facilities only at those times they are scheduled to do so. 8.3 Priority. The parties agree that, in the event a significant Priorysponsored event not previously scheduled pursuant to Section 8 hereof (e.g., an event that was not anticipated in advance), preempts the use of one (1) or more of the Facilities by a Community Athletic Group, the Priory will use its best efforts to reschedule the use of the relevant Facilities at the earliest possible opportunity and at a time reasonably convenient for the relevant Community Athletic Group(s). 8.4 School Hours/Large Events. Under no circumstances shall any Community Athletic Group use be scheduled when school is in session or during any Priory sponsored event or events, including but not limited to open houses, family picnics and graduations, that the Priory Headmaster reasonably expects to draw over 200 people. 8.5 Actual Start Times. If a Priory athletic team is using a Facility, a Community Athletic Group scheduled to use that Facility must wait for the Priory team to exit the Facility before the Community Athletic Group can commence its activities - - even if it is past the Community Athletic Group s scheduled start time. 9. TEMPORARY CLOSURE. The Priory has the right to temporarily close one or more of the Facilities to use by Community Athletic Groups if it believes that use of the Facility could threaten its safety or condition, such as after a particularly heavy storm. When feasible, the Priory shall give Community Athletic Groups and the Town at least twenty four (24) hours notice of the temporary closure. Otherwise, it shall post a sign indicating that use of a Facility is suspended. The Priory shall allow use of such a Facility again after there no longer is a threat to the safety or condition of the Facility. 10. PARKING COMPLAINTS. If the Priory receives complaints that members of Community Athletic Groups are not abiding by the parking commitments set out in Section 7.1 hereof, the Priory shall promptly pass on those complaints to the Town Administrator. 4

11. NO DEDICATION. Nothing contained in this Agreement shall be or be deemed to be a gift or dedication of any portion of the Priory s lands to the public or a grant to the public of any right to use any of the Priory s lands except as specifically provided herein. 12. TOWN ACCOMMODATION. Subject to the terms of this Agreement, the availability of the Facilities during the hours of the schedule set forth on Exhibit C and such Planning Commission approval as may be required by the Town, if the Town temporarily loses the use of one or more of its athletic fields, the Priory will use its best efforts to temporarily accommodate within the Facilities the uses affected by such loss. 13. INDEMNIFICATION. Priory shall be responsible for, indemnify and save harmless the Town, its officers, agents, and employees from any and all liabilities, claims, demands, damages, or costs resulting from, growing out of, or in any way connected with or incident to this Agreement, except for active negligence of the Town, its officers, agents, or employees. The duty of Priory to indemnify and save harmless includes the duty to defend as set forth in Cal. Civil code Section 2778. Priory waives any and all rights to any type of express or implied indemnity or right of contribution from the Town, its officers, agents or employees, from any liability resulting from, growing out of, or in any way connected with or incident to this Agreement, except for active negligence of the Town. 14. MEDIATION. If a dispute arises relating to this Agreement and is not resolved, the parties shall first proceed in good faith to submit the matter to mediation. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved within sixty (60) calendar days of the date written notice requesting mediation is sent by one party to the other at the party s last known address. 15. DEFAULT. Failure by either party to perform any material term or provision of this Agreement shall constitute a default, provided that the party alleging the default shall have given the other party advance written notice and thirty (30) days within which to cure the condition, or, if the nature is such that it cannot be cured within that time, the party receiving notice shall not be in default if the party commences to perform its obligations within the thirty (30) day period and diligently completes performance. Written notice shall specify in detail the nature of the obligation to be performed by the party receiving notice. 16. REMEDIES. It is acknowledged by the parties that Town would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof. Town shall not be liable in damages to Priory and Priory covenants not to sue for or claim damages. Upon Priory s material default, Town shall be entitled to initiate legal proceedings to specifically enforce this Agreement. 5

17. USE PERMIT. Notwithstanding any other Sections of this Agreement, the Town retains all rights authorized by Town Municipal Code Section 18.34.170, or any successor legislation, regarding revocation or modification of a use permit. A violation of this Agreement by the Priory is considered a violation of the Amended CUP; provided, however, members of the Community Athletic Groups not abiding by the parking commitments set out in Section 7.1 hereof shall not be considered a violation by the Priory of the Amended CUP. 18. GENERAL PROVISIONS. 18.1 Prior Agreements. This instrument sets forth the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior discussions, negotiations, understandings, or agreements relating to this Agreement, all of which are merged herein. 18.2 Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby so long as the purposes of this Agreement can still be carried out. 18.3 Waiver. No waiver of any provision of this Agreement or consent to any action shall constitute a waiver of any other provision of this Agreement or consent to any other action. No waiver or consent shall constitute a continuing waiver or consent, or commit a party to provide a future waiver, unless such provision is expressly set forth in writing. Any waiver given by a party shall be void if the party requesting such waiver has not provided a full and complete disclosure of all material facts relevant to the waiver requested. 18.4 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California and any legal actions shall be initiated in San Mateo county Superior Court. 18.5 Legal Fees. It is mutually agreed between the parties that in the event that the interpretation or enforcement of any terms, provisions, rights or obligations contained in this Agreement become the subject of litigation between the parties hereto, the prevailing party in any such litigation shall recover from the nonprevailing party, the prevailing party s reasonable legal fees. 18.6 Exhibits. All Exhibits referred to in this Agreement are attached hereto and incorporated herein by this reference. 6

18.7 Notices. Unless otherwise specified in this Agreement, any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows: To Priory: To Town: Benedictine Fathers of the Woodside Priory, Inc. Attn: Headmaster 302 Portola Road Portola Valley, CA 94028 Town of Portola Valley Attn: Town Administrator 765 Portola Road Portola Valley, CA 94028 19. AUTHORITY TO SIGN. By signing this Agreement, the signatory acknowledges, warrants and represents to Town that he has the authority to enter into this Agreement on behalf of the Priory and represents that he has the authority to bind the Priory to the performance of its obligations in this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. THE TOWN OF PORTOLA VALLEY: BENEDICTINE FATHERS OF THE WOODSIDE PRIORY, INC. By: Its: Mayor By: Its: Father Martin Mager, OSB Religious Superior ATTEST: Town Clerk 7

EXHIBIT B QUALIFIED COMMUNITY ATHLETIC GROUPS AYSO Soccer CYSA Soccer Alpine West Menlo Little League Portola Valley Men s Tennis Group Portola Valley Adult Basketball

EXHIBIT C AVAILABILITY OF FACILITIES FOR COMMUNITY GROUP USE Kalman Field: April - June: 6pm-dusk Monday Friday 9am-5pm on Saturdays Aug - Nov: 3:30pm-dusk Monday - Friday Varsity & JV Soccer Fields: Aug - Nov: 9am-2:30pm on Saturdays provided that no more than a total of 6 games are held on both fields Softball Field: April June: 4:30pm-dusk Monday - Friday Gambetta Gymnasium: Year round: 1-4pm on Sundays Tennis Courts: Year round: exclusive use of 3 tennis courts one Saturday morning once a month from 8am 11am Arrivals and Departures: The above noted times are for games and practices and it is acknowledged that participants and spectators may arrive and depart up to one-half hour before and disperse one-half hour after the stated times.