LEASE AGREEMENT AMERICAN YOUTH SOCCER ORGANIZATION (AYSO)

LEASE AGREEMENT AMERICAN YOUTH SOCCER ORGANIZATION (AYSO) THIS LEASE AGREEMENT made and entered into as of the zs" of August, 2007, by and between the CITY OF VISALIA, a Municipal Corporation, hereinafter referred to as "LESSOR" and American Youth Soccer Organization, Region 129, hereinafter referred to as "LESSEE"; WITNESSETH: For and in consideration of the covenants and agreements hereinafter contained on the part of LESSEE to be kept and performed, and in consideration of the field maintenance costs to be paid to LESSOR as hereinafter set forth, LESSOR hereby lets, leases and demises to LESSEE, and LESSEE hereby hires and takes from LESSOR, a portion of that certain real property situated in the City of Visalia, County of Tulare, State of California, commonly known as Visalia Riverway Sports Park, including the exclusive use of soccer fields 1-10, the southern concession stand/equipment storage room, as shown in Exhibit "A" attached hereto and incorporated herein. 1. TERM The term of this LEASE AGREEMENT is 5 years, inclusive only of years in which LESSEE commences its AYSO schedule, commencing on the third Saturday in August 2007 and ending on the fourth Saturday in November 2012. 2. FIELD MAINTENANCE COSTS LESSEE shall pay LESSOR an annual field maintenance fee of $4,500 per year all due and payable on or before the 1st day of August of each year during the term of the LEASE AGREEMENT. In addition to said annual maintenance fee, LESSEE shall provide in-kind improvements to the soccer fields and/or athletic fields on an annual basis in an amount equal to $ 2,500 per year. In the 1 5t year, LESSEE intends to

install twenty new portable soccer goals with an in-kind value of greater than $40,000. Such equipment shall remain the property of LESSEE, but City shall have the right to use such equipment for City's programs during the term of this Agreement. The installation of the twenty portable soccer goals shall satisfy the first year's in-kind improvement obligation. In years 2 through 5 of this agreement, LESEE shall obtain prior approval from the City before performing its annual $2,500 in-kind improvement obligation, and shall thereafter verify the fair value of those improvements by providing an itemization of all materials costs and labor rates. _Said improvements shall be completed in accordance with paragraph 7 of this LEASE AGREEMENT. 3. USE Pursuant to this LEASE AGREEMENT, LESSEE shall have exclusive use of said premises on Saturday's from 7:00 am until 5:00 pm from the third Saturday in August until the fourth Saturday in November each year for regular season play. LESSEE also has the option to use the southern five fields on the first two Saturday's in August from 7:00 am until 10:00 pm for regular season play. LESSOR further agrees that LESSEE shall have exclusive use of the premises for three weekends per year for tournament play, providing six-months written notice is provided to the LESSOR. The use of the soccer fields for tournament play on weekends shall include Friday, Saturday, and Sunday from 7:00 am until 10:00 pm in the evening. LESSEE agrees that LESSOR may use the premises during the LEASE term, on those dates LESSEE is not using the premises. LESSEE shall, when reasonable accommodations can be made, permit the LESSOR to use any portion or area of the premises not being used by LESSEE on days when LESSEE'S soccer teams have games scheduled, provided that said use by LESSOR does not conflict with LESSEE'S use of said premises. LESSOR shall have the right of access to the subject premises at all times. LESSEE agrees to use the premises and property which are the subject of this LEASE AGREEMENT, exclusively in connection with the operation of AYSO. The City reserves the right to cancel any scheduled use by AYSO in the case of

excessive rain before or during the event. The City has a vested interest in protecting the park turf from damage and protecting the public interest by preventing any potential injuries related to excessive moisture on the park grounds. Representatives from the City and AYSO will meet prior to an event if feasible to assess the conditions of the park and determine what can be done to protect the turf and/or public interest. The final decision to cancel an event will be determined by the City's Director of Parks & Recreation. 4. OPTION The parties may, by mutual agreement in writing, extend this LEASE AGREEMENT for one successive term of five (5) years upon the same terms and conditions which are set forth herein for the original term of this LEASE AGREEMENT, excepting there from, the annual field maintenance fees which shall be subject to renegotiation. If LESSEE desires to so extend this LEASE AGREEMENT, it shall give LESSOR written notice not later than ninety (90) days prior to the expiration of the term of this LEASE AGREEMENT. 5. LESSEE'S MAINTENANCE LESSEE shall assume responsibility for the general upkeep and maintenance of the premises during the soccer season, excepting LESSOR'S specific maintenance and upkeep obligations as set forth in paragraph 6. LESSEE shall be solely responsible for the preparation of playing fields (field lines, flags, markers, goal equipment etc.) prior to games. LESSEE shall further be responsible for repairing damage (beyond normal wear and tear) to the premises, including to the fields or any structures on the Premises, that arises through the use of the Premises by LESSEE. Throughout the LEASE term the LESSEE shall maintain its personal property (portable equipment, storage units, soccer goals, etc.) in a manner reasonably agreeable to LESSOR. LESSEE shall be responsible for picking up and disposing of trash and litter after each and every game. LESSEE shall also be responsible for any repair or maintenance resulting from vandalism and/or graffiti during the soccer season on equipment or structures that are owned by AYSO on the leased premises. Said graffiti removal shall be completed in accordance with the current Ordinance

governing graffiti removal in the City of Visalia. 6. LESSOR'S MAINTENANCE LESSOR shall be responsible for the regular grounds maintenance, including the general upkeep and operation of the irrigation system, regular mowing and fertilizing, throughout the calendar year, but shall not responsible for repairs to the Premises that may be necessitated due to LESSEE's use. LESSOR shall also be responsible for major structural repairs and/or capital improvements to the premises which are the subject of this LEASE AGREEMENT, unless such structural repairs or capital improvements are necessitated by damage (other than normal wear and tear) caused to the premises arising out of LESSEE's use. LESSOR shall responsible for the damages and/or repairs caused by organizations, the premises and scheduled by the City of Visalia. 7. IMPROVEMENTS groups and/or special events held on As set forth in paragraph 2, LESSEE shall have the opportunity to make certain ~--... improvements to the premises and property which is the subject of this LEASE... AGREEMENT, provided that LESSEE obtains the prior written approval of LESSOR. for any such improvements. Upon the expiration of this LEASE AGREEMENT, and any extension thereof, all such improvements shall automatically revert to LESSOR'S ownership. Should the LESSOR elect to require the LESSEE to remove said improvements, LESSEE shall do so and return the property to its original condition, allowing for reasonable and normal wear. 8. SECURITY LESSEE shall provide security and supervision at all scheduled activities, including crowd control, at a level satisfactory to LESSOR, sufficient to insure adequate protection of the premises which are the subject of this LEASE AGREEMENT. This shall include the presence of AYSO Regional Board Members while games are in progress. 9. ASSIGNMENT LESSEE shall not assign, mortgage, sublet or otherwise transfer any interest in this

LEASE AGREEMENT to any person, firm or corporation during the term of this LEASE AGREEMENT or any extension thereof without the written consent of LESSOR first had and obtained. 10. INDEMNIFICATION: The LESSEE hereby agrees to and shall defend, protect, indemnify, and hold harmless the LESSOR and all officers, agents, representatives, and employees thereof from any and all liability, claims, or damages of whatsoever kind or character, including attorneys fees and costs of all types incurred in defense of any of the said parties from said claims or liability, because of or arising out of, directly or indirectly, the acts or omissions of the LESSEE, LESSEE'S independent contractors, employees, representatives, agents, invitees, and participants. Said indemnification and hold harmless provisions shall be in full force and effect regardless of whether or not there shall be insurance policies covering and applicable to such damages, claims,. or liability, and regardless of any insurance coverage limitations. This AGREEMENT shall be binding upon the LESSEE whether or not there are any allegations of fault, negligence or liability of the indemnities hereunder. 11. INSURANCE REQUIREMENTS: It is further understood and agreed that the LESSEE shall secure and maintain during the term of this LEASE AGREEMENT, any renewal thereof, a policy of commercial general liability and property damage insurance, naming the LESSOR as co-insured, with a single combined liability limit of $1,000,000.00, and property damage limits of not less than $1,000,000.00, insuring against all liability of LESSEE and his authorized representatives arising out of and in connection with LESSEE'S use or occupancy of the premises. All general liability insurance and property damage insurance shall insure performance by LESSEE of the indemnity provisions of paragraph 10. LESSOR shall be named as additional insureds, and the policy shall contain cross liability endorsements, and an endorsement requiring 30 days written notice from the insurance company to all parties before cancellation or change in the

coverage, scope or amount of any policy. Such policy, or a certificate of the policy, together with evidence of payment of premiums, shall be delivered to LESSOR at the commencement of the term, and on renewal ofthe policy not less than 30 days before expiration of the term of the policy. LESSEE, at its own cost, shall be responsible for maintaining a policy of insurance covering its personal property located on the premises. In addition to the above general liability insurance, throughout the lease term, Lessee shall purchase tournament and clinic insurance with limits of not less than $2,000,000.00 general liability and $250,000.00 personal injury for each scheduled tournament and/or clinic. Also throughout the LEASE term, at any time LESSEE employs any person(s), LESSEE shall, at LESSEE'S sole cost and expense, keep or cause to be kept in force workers' compensation insurance with statutory limits and employer's liability insurance with limits of not less than $1,000,000.00 per : accident. 12. CONCESSION STAND LESSEE is exclusively responsible' for the operation of the concession stand and for. the direction and control of all employees employed in such concession operations during the soccer season. LESSEE will be responsible for all direct utility costs associated with operating the concession stand associated with the LESSEE'S operation of the concession stand during their occupation of the stand. 13. DISCRIMINATION The LESSEE for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, sex, handicap, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said premises. 14. TAXES AND ASSESSMENTS This LEASE may result in a taxable possessory interest and be subject to the payment of property taxes. LESSEE agrees to and shall pay before delinquency all

.~ taxes and assessments of any kind assessed or levied upon LESSEE or the leased premises by reason of this LEASE or of any improvements upon or in connection with thislease or the leased premises. 15. TERMINATION In addition to any other provision in this LEASE AGREEMENT, be canceled or terminated upon the following: this LEASE may A. This LEASE AGREEMENT and the tenancy hereby granted may be terminated or canceled at any time by either party hereto by giving to the other party not less than one year prior written notice. B. This LEASE AGREEMENT shall terminate automatically if either party hereto fails to remedy any breach or any term or condition of this LEASE AGREEMENT within thirty (30) days after receiving written demand from the other party to do so. If however, either party is diligently proceeding in good faith to eliminate such default, then the period for correction shall be extended for such length of time as is reasonably necessary to complete such correction. C. LESSEE agrees at the end of the LEASE term or in the event of an early termination, as provided for herein, to quit and deliver up said premises in as good condition as they are now, ordinary wear and tear excepted. 16. QUIET ENJOYMENT LESSOR does hereby covenant and agree that upon the payment of the rent to be paid and the performance of all covenants by the LESSEE as herein provided, LESSEE shall peaceably and quietly hold and enjoy said premises during the term of this LEASE AGREEMENT and any extension thereof except as otherwise provided hereupon the termination of this LEASE AGREEMENT or any extension thereof. 17. AMENDMENT This LEASE AGREEMENT may be amended at any time by mutual agreement

of the parties in writing. 18. NOTICE All notices to be given by LESSOR pursuant to this LEASE AGREEMENT shall be mailed to City of Visalia, Parks & Recreation Department, 345 North Jacob Avenue, Visalia California 93291; and all notices to be given to LESSEE pursuant to this LEASE AGREEMENT shall be mailed to AYSO c/o Martin Abbiss, at P.O. Box 4055, Visalia, California. 93299. 19. ENTIRE AGREEMENT This LEASE contains the entire AGREEMENT between the parties. No promise, representation, warranty, or covenant not included in this LEASE has been or is relied on by either party. Each party has relied on his/her own examination of this LEASE, counsel of its' own advisors, and warranties, or representations, or covenants in the LEASE itself. The failure or refusal of either party to inspect the premises or improvements, to read the LEASE or other documents, or to obtain legal or other advise relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advise. IN -WITNESS WHEREOF, the parties have executed this LEASE AGREEMENT as of the date first above written. AYSO ~ }4 Y\ 11...1/ J '4 l?1$d'or, C, ~ Mlr,r, ~oj t--- by:~+--=-----4l-'-~l...>o"""'- _