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04/07/2015 13 Sports Facility Management Agreement with SOZO Sports of Central Washington
BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 13. For Meeting of: April 7, 2015 ITEM TITLE: Resolution authorizing agreement with SOZO Sports of Central Washington for a multi -sport complex SUBMITTED BY: Tony O'Rourke, City Manager SUMMARY EXPLANATION: Attached for City Council consideration is a proposed agreement between the City of Yakima and SOZO Sports of Central Washington, a Washington, non-profit corporation, representing the intent to collaborate in the design, development and operation of a world-class Yakima Sports Complex consisting of 19 soccer/multi-sport fields and an indoor sports facility. Resolution: X Other (Specify): Contract: Start Date: Item Budgeted: Funding Source/Fiscal Impact: Strategic Priority: Insurance Required? No Mail to: Phone: APPROVED FOR SUBMITTAL: RECOMMENDATION: Ordinance: Contract Term: 40 Years with two additional 10 year terms End Date: Amount: $4.1 million Economic Development City Manager Staff requests that Council 1. Approve the Agreement with SOZO Sports of Central Washington, 2. Authorize staff to secure financing up to $4.1 million, and 3. Authorize staff to solicit responses to an RFP to identify the economic impact of the proposed facility. ATTACHMENTS: Description D SOZO Sports Cover Memo D SOZO Resolution D Facility Comparison D SOZO Proposal D City and SOZO agreement Upload Date 4/2/2015 4/2/2015 4/2/2015 4/2/2015 4/2/2015 Type Cover Memo Cover Memo Cover Memo Cover Memo Cover Memo MEMORANDUM To: Honorable Mayor and Members of the Yakima City Council From: Tony O'Rourke, City Manager Date: April 2, 2015 RE: SOZO Soccer Partnership Attached for City Council consideration is a proposed agreement between the City of Yakima and SOZO Sports of Central Washington, a Washington, non-profit corporation, representing the intent to collaborate in the design, development and operation of a world-class Yakima Sports Complex consisting of 19 soccer/multi-sport fields and an indoor sports facility. This proposed agreement will be scheduled for City Council review and consideration April 7, 2015. SOZO Sports of Central Washington is a Yakima based non-profit entity led by Kerry Martin, Dr. Lloyd Butler, Bob McAllister, Jason Bakker, Jenna Stratton and Jen Trammell. They have the experience, ability, and resources to purchase, design, develop, maintain and operate this proposed Sports Complex. The proposed agreement does not constitute or envision a joint venture. Each party has their own independent responsibilities and rights. The principal purpose of this proposed Yakima Sports Complex is to provide our community's youth and adults with recreational opportunities, while also generating a significant economic catalyst for the City of Yakima. Currently the City has 11 soccer fields between Chesterly Park and Perry Technical Institute. For a City of 93,000 people, 11 fields are not sufficient. This proposed facility will address both current and projected recreational field deficiencies. In addition, this Sports Complex will have a profound economic development impact. A 2014 study by Convention, Sports, and Leisure International of six (6) comparable multi-sports/soccer complexes (an average of 18 fields) and similar market size, attracted an average of 500,000 patrons and visitors and generated between $12 and $45 million in economic impact on the local economy. Highlights of the proposed agreement include: TERM The term of this proposed agreement, as well as an associated land lease, would be for 40 years, commencing upon the effective date of the lease. The agreement and lease each provide for two (2) additional ten (10) year terms. SITE The proposed location of the multi -sport park is a 58 acre site located at 38th Avenue, just north of Ahtanum. (See map attached) This site is zoned light industrial and a sports park/complex is a permitted use under a Class 2 Review process. This site has been purchased by SOZO Sports of Central Washington for $2.5 million dollars. Other sites the SOZO group considered included a 70 acre site at 36th and Ahtanum, the 40 acre property that comprises the Yakima Speedway, 50 acres near 64th Avenue and Nob Hill Blvd. and the approximately 60 acres south of the railroad tracks at the Mill Site. Each of these sites were either considerably more expensive to acquire, too small or required substantial environmental restoration and infrastructure investment to be viable. FACILITIES The proposed 19 field Yakima Sports Complex has a projected cost of $11.8 million and will include the following facilities. Sports Park consisting of: • 17 soccer/multi-sport fields o Fourteen (14) FIFA sized grass fields o Three (3) FIFA sized lighted synthetic turf fields • The estimated cost of the Sports Park is $5.4 million of which the City is responsible for $4.1 million. Sports Campus consisting of: o Indoor athletic center ■ Two (2) indoor synthetic turf soccer fields ■ Three (3) basketball courts ■ Baseball batting cages ■ Concession stand ■ Pro shop ■ Locker room facilities ■ Training rooms ■ Five (5) office spaces • The estimated cost of the Sports Campus is $6.4 million, all of which SOZO is responsible for. • Parking for at least 1,100 vehicles - $2.00 parking fee charged for weekend and tournament events similar to Ahtanum Youth Park or an annual parking pass for $75.00. SERVICES TO BE PROVIDED BY SOZO • SOZO will serve as the controlling entity responsible for the purchase, design, development, maintenance, and operation of the Sports Complex. • SOZO will be responsible for the complete design, construction, and operation of this 58 -acre sports/soccer campus. • SOZO will raise and invest no less than $4 million in the acquisition, design, development, and operation of the Sports Complex. • SOZO will acquire the 58 -acre Sports Complex site. A purchase and sale agreement has already been executed for $2.5 million. • Upon approval of this agreement, SOZO will seek a municipal annexation into the City of Yakima, primarily for the reason that the City Charter prohibits the City from purchasing property for parks and recreation purposes outside the City boundaries. Accordingly, SOZO has purchased the 58 -acre site and after annexation into the City of Yakima, proposes to sell 42 acres of the site for approximately $1.8 million to the City subject to an independent land appraisal and keep the remaining 16 acres for the development of the Sports Campus by a separate entity identified as Cleat City, LLC. The City proposes to lease back its 42 -acre property to SOZO for 40 years to allow SOZO to operate the entire facility without any City support. The annual cost to maintain 14 turf fields is approximately $100,000. • SOZO will be responsible for paying for the signalization of 38th Avenue and Ahtanum. The projected cost of this improvement is $400,000. • SOZO shall operate the entire sports/soccer campus and impose the necessary fees and charges to ensure its financial sustainability (see proposed rates), as does the City -owned Capitol Theatre and Convention Center. • SOZO will be responsible for obtaining all necessary financing for the development and operation of the Campus and its share of the Sports Park. • SOZO shall be responsible for all necessary building, site and landscape plans, permits, fees, charges, etc. up to a maximum of $100,000. • SOZO shall comply with the Americans with Disabilities Act of 1990 in the design, construction and operation of the Sports Complex. • SOZO shall be required to commence development of the Sports Complex within six (6) months of the effective date of a lease agreement with the City of Yakima. Commencement of the development is defined as the date SOZO files its first application for a project permit. • SOZO shall be required to complete the development and construction of the Sports Park within one (1) year of the effective date and to diligently proceed to complete the entire Sports Complex thereafter. Completion of the Sports Complex is defined as the date upon which all final occupancy permits are obtained by SOZO. • SOZO may phase the construction of improvement on the 16 -acre Cleat City, LLC Campus without compromising the Sports Park development. • Failure by SOZO to meet the development and construction deadlines shall constitute a material breach of the land lease agreement and the City, at its option, can terminate the lease and agreement for cause. • Development and construction of the City owned property shall be completed as a public works project requiring the payment of prevailing wages. The Cleat City, LLC portion of the Sports Complex is not subject to public work project requirements. • SOZO will provide individual and team fee scholarships, grants, and other benefits for underprivileged youth from the City of Yakima and surrounding service area. SOZO's minimum annual contribution toward these scholarships, grants and benefits shall be no less than five percent (5%) of its net revenue derived from the complex operation. • SOZO will provide a dedicated contact person and liaison with the City for all permits and development arrangements. • SOZO shall determine appropriate business hours for the Sports Park based upon commercially reasonable standards. • SOZO is responsible for security of the Sports Complex. • SOZO shall, at its sole cost, clean and maintain the Sports Complex facilities and grounds in a "first-class" condition and repair throughout the full term of the lease. All repairs, restorations, and replacements shall be performed and provided in a quality equal to the original work or installation. Failure to do so within 90 days of written notice by the City, will permit the City to meet these obligations at the expense of SOZO, the cost of which is repayable to the City within 15 days after delivery of an invoice for such expenses. • SOZO shall be in default of this Agreement if it fails to cure any breach within 60 days or has a financial default. • SOZO agrees, at all times during the term of this Agreement, to maintain adequate fire, flood, and casualty insurance coverage covering the campus, and carry commercial general liability insurance of at least $2 million per occurrence, $2 million general aggregate, and name the City of Yakima as an additional insured. • Each party agrees to be responsible for its own wrongdoing and indemnify the other party for any liability, loss, damage, and expense resulting from negligence or failure to act by the other party. • SOZO may not assign its rights under this Agreement or the lease without the prior written consent of the City at its sole and absolute discretion. Should the City consent, all provisions of this Agreement are binding upon the successor. SERVICES AND RESPONSIBILITIES OF THE CITY • The City will provide $4.1 million in capital expenditures toward the acquisition of approximately 42 acres of property for the development of fields, parking spaces, utilities, connections, sidewalks, and lighting. City resources shall not be used for the design or development of the facilities and assets associated with the 16 -acre Cleat City, LLC Campus parcel. • The City shall purchase approximately 42 acres from SOZO for development of the Sports Park portion of the Sports Complex, subject to a land appraisal. The estimated cost of this acquisition is $1.8 million. • The City shall have the right to approve the final design of the Sports Park, consistent with established development and building regulations. • The City shall grant SOZO, by separate agreement, exclusive right to lease 42 acres from the City to develop, construct, and operate a Sports Park. All improvements to the Sports Park shall remain the property of the City at the termination of this Agreement. • The City will improve 38th Avenue between Ahtanum and the Sports Complex. The estimated cost of improving this Yakima County road is $2.5 million. The City proposes to commission an independent economic impact analysis of the Sports Complex to qualify for SIED funding to contribute to the road development costs. • The City will propose closing 36th Avenue and Spring Creek Road to mitigate traffic through the Spring Creek subdivision, reserving access to emergency vehicles only. • The City shall be responsible for the bidding and construction process for the public works development of the 42 acre Sports Park. • The City shall retain the right to enter the Sports Park or Campus at all times to inspect, provide services, and respond to emergencies. • The City agrees to assist SOZO in the annexation of the SOZO property into the City of Yakima as authorized under state law. • The City will maintain streets and parking adjacent to the Sports Park but not part of the campus property. • The City will grant SOZO all rights to the Sports Complex, Sports Park, and Campus naming rights and advertising provided "Yakima" or "City of Yakima" must be referenced and incorporated into the name and signage of the Sports Complex. • The City shall install directional way finding signage to the Sports Park and Campus in various locations throughout the City. • The City shall support SOZO obtaining a liquor license for the Sports Campus. • The City shall provide a dedicated contact person or liaison with SOZO for all permit and license applications. • The City grants and authorizes SOZO to establish and collect all rents, fees, and charges, and to retain all revenues, including tournament parking revenues, associated with the use of the Campus facilities and Sports Park. Fees will be cost affordable to the public. • The City may terminate this Agreement for monetary default by SOZO, and a lender may assign or transfer its interest in SOZO's collateral, subject to all obligations set forth in this Agreement. • The City shall not default unless the City fails to perform on its obligations required under this Agreement. The City has 60 days to cure any alleged breach. SUMMARY Approval of this agreement symbolizes the City's willingness and ability to execute an effective public/private partnership to enhance the recreational and economic development opportunities of the community. The Sports Complex addresses a historical need for soccer and multi -sports resources in Yakima, while the attendance and business activity generated by tournament events shall have a significant impact on the City's hotel, restaurant, and retail businesses. Comparable size sports facilities in similar size markets average 500,000 visitors. (See attachment.) The City's $4.1 million investment will be exceeded by SOZO. The resulting synergy of these investments will have a long term, positive effect on the recreational and economic future of the City. To finance the City's share of this project, staff recommends securing $4.1 million in long-term debt secured by general fund revenues. Funds to support the debt service of this $4.1 million issue are included in the 2015 budget and Five -Year Financial Plan. This debt will not result in any property tax or fee increases. This agreement would not have materialized without the City Council's leadership and commitment to recreational needs, public support of Proposition 1 in November 2014, and the leadership of SOZO, as well as, City Attorney Jeff Cutter, Public Works Director Scott Schafer, and Community Development Director Joan Davenport. More than anything, this Agreement represents the vision, leadership, and teamwork of the City Council, staff and SOZO to secure a recreational and economic development crown jewel for the City of Yakima's quality of life and future economic prosperity. RECOMMENDATION 1. Approve and execute an Agreement with SOZO to design, develop, and operate a world-class, multi -sport complex. 2. Authorize staff to secure financing up to $4.1 million as the City's financial obligation to this Agreement. 3. Authorize staff to solicit responses to an RFP to identify the economic impact of the proposed Yakima Sports Complex on Yakima's economy. RESOLUTION NO. R -2015- A RESOLUTION authorizing an agreement with SOZO Sports of Central Washington for the development, management and operation of a premier soccer/multi-sport campus and indoor sports facility to serve the citizens of the City of Yakima and the Yakima area. WHEREAS, SOZO Sports of Central Washington is a Yakima -based non-profit corporation having the experience, desire, ability and resources to purchase, design, develop, maintain and operate a premier sports complex offering soccer and multi -sport opportunities to the citizens of Yakima; and WHEREAS, the City has dedicated funds available in the Capital Fund to contribute toward the acquisition of property and toward the development of portions of the proposed Yakima Sports Park; and WHEREAS, a premier Sports Complex would provide the City's youth and adults with soccer and recreational opportunities with a first-class development, while generating significant economic opportunity to the City and the surrounding area; and WHEREAS, the City currently has a total of only eleven soccer fields available to the citizens for general use; this number is insufficient to support the local needs or to attract outside users in any significant numbers; and WHEREAS, the proposed Sports Complex will provide seventeen outdoor fields, some of which will be engineered turf surfaces and some of which will be lighted, as well as an indoor soccer/sports facility, and WHEREAS, the Sports Complex will also provide passive recreational opportunities to the citizens of Yakima in the way of outdoor activities available when the sport fields are not in use; and WHEREAS, the City Council finds it to be in the best interests of the City of Yakima to enter into the attached and incorporated SOZO Sports Agreement to better meet the sports and recreational needs of the citizens of Yakima, Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated Agreement between the City and SOZO Sports of Central Washington to acquire and develop a premier soccer/multi-sport complex within the City of Yakima. ADOPTED BY THE CITY COUNCIL this 7th day of April, 2015. ATTEST: Micah Cawley, Mayor Sonya Claar-Tee 3. Sports Complex Analysis Comparable Facilities Comparable Location Soccer Complex Overland Park Soccer Complex Benchmarking Summary AnaiiL Mike Rose Soccer Complex Maryland Lawrence SoccerPlex Soccer Complex Overland Park, KS Germantown, MD Lawrence, IN Memphis, TN Market Population 173,000 2009 86,000 46,000 2000 _.....___._.m 2000 _..._..._.._._.. 655,000 1998 Year Opened Total Cost ($MM) $36.0 $19.0 $5.7 $13.0 Funding: % Public 100% 48% 100% 62% % Private 0% 52% 0% 38% Owner Public Private Public Public Operator Public Private Private Private Field Inventory 12 24 21 16 Utilization: _ Annual Tournaments 23 15 n/a n/a Total Visitors 996,000 650,000 285,000 285,000 Indoor Complex No Yes No No Location Abbott Sports Complex Cownie Soccer Park Average Median Lincoln, NE Des Moines, IA -- -- Market Population 269,000 203,000 239,000 188,000 Year Opened 1993 1998 2000 1999 Total Cost ($MM) $5.8 $5.5 $14.2 $9.4 Funding: % Public % Private 0% 100% 36% 74% 58% 44% 58% 45% Owner Private Public Public Public Operator Private Public Private Private Field Inventory 20 12 18 18 Utilization: _ __ Annual Tournaments n/a 8 15 15 Total Visitors 700,000 85,000 500,000 468,000 Indoor Complex Yes No No No Source: CSL International research Key characteristics of comparable soccer complexes include the following: • Comparable soccer complexes are located in markets with an average population of 239,000 residents. 51 ( • 50Z0 SP•ORTS March 25, 20 1 TABLE OF CONTENTS Complex Illustrations and Layout 1 Sports Complex Economic Summary 2 L Northwest Complex Comparisons Project Estimated Costs / Timeline Sozo Summary Business Plan © Copyright 3 4 5 li �141/(44, Sozo Sports Of Celila' Wa1i Li.it Sozo Greek word meaning: Verb: 1. to save, keep safe and sound, to rescue from danger or destruction 2. to preserve one who is in danger of destruction, to save or rescue S070 SPQRTS Yakima Sports Complex Project profile March 23, 2015 Community Planning Team ANSA ■ V'rtaiWare 1.911*V! • - . s r i n, fit (Wort' J{==� .;fir. �� t i St • - - = =rte., ,T = mss 1 SOZO SPORTS .if central washington Yakima Sports Complex Project profile March 23, 2015 Community Planning Team 44 VtalWare Project schedule • • • • • • • • • • • •• Kam 1.-1111 INN • r— i NB= „En • • 116 . • • • ■ &Ms ills • - w • • •. • • •• • •• • • ism v• •• • • * • • ..enirj • r r • i•? e r • • . '�..--• a to -e • • • • • • • i February March April May June July August September October November December Jc nuory Task Site Selection wti��• y, "`Ms�Ri' Design Development City agreement moi[{ Property Annexation ,• ' ^fiy'r! ,t.=G:.ei'n# Permits SEPA igAgefflaggaZIEREEMEESRMESEriti Close Property •,41 Survey Engineering ,., Design & Engineering MONEESIMENIMM Bid Project iTIVEELEZEI Permit M Start construction M , 1 =.6=,,,,w,;;; Park Soft Opening EVA SOZO SPORTS Yakima Sports Complex Project profile March 23, 2015 Community Planning Team ,111SA -1VitalWare - • SOZO SPORTS of centr3 Yakima Sports Complex Project profile March 23, 2015 Community Manning Team (4-113S1 VitalWare Upper Deck Observation Public Observation Areas Security Office avarAr itrArli7 Ar'iby Ar�i41-// agii/ Proposed Facility Snack Bar / Restaurant Locker Rooms Observation deck for Fields Staff Locker Room Indoor fields: Soccer Video studio Retail Shops Facility Operation Office Snack Bar & Observation Public Restrooms First Aid Center Event Planning Office Child Care Lounge Meeting Rooms Equipment Storage Arca Full Size Basket Ball Courts t •:l SOLO SPORTS , Yakima Sports Complex Project profile March 23, 2015 Community Planning ream *ASA vtalWare '14 -mss {l F Air Soz� Sports Yakima Sports Complex Econor'nic Summary The Yakima area is an active sports community. According to the Yakima Valley Sports Commission the valley has eirned titio of Sports Capital of the Northwest [lased on the location. venues, weather, and local sunriort- We have certainly seen a number of new or improved facilities in recent years, resulting in a variety of well attended regional events. There are three soccer venues identified by the Yakima Sports Association: • Youth Activities Park in Union Gap is a large mufti -use park with grass fields used for soccer. A Ioc3l group has propo!..ed future improvements for soccer, but details are not available and funding is uncertain. • Perry Tech has offered a section of their property for soccer, but future development plans will limit or eliminate use. e Chest€ rley Park is the only soccer field park owned and maintained by the city of Yakima, but the condition of the fie ds has caused enough injuries that tearhs are looking elsewhere for tournaments and events. Local families are looking for more fields and opportuhities for their kids. Businesses appreciate the economic impact of the events and tournaments. The new Yakima Sports Complex will not only meet local needs, but also attract teams from out of the area. SOZO Sports o' Central Washington is a nonprofit organization with a vision to Inspire, Encourage, and Empower youth through participation in sports. And their mission is to provide a state of the art facility for youth and adult sports teams in the Yakima Valley. Soto is dedicated to delivering a positive and professional experience to the clubs and teams that use the Sozo facilities for youth sports and adult recreation. The founders of this facility will provide the opportunity for development to all youth, regardless of race, religion, socio-economic background or ability level. Sozo's goal is to supplement local parks with a premier soccer facility in Yakima. Soccer is already a thriving sport in the area, but lacks the fields and facility to meet the local league and tournament opportunities. A premier facility will offer indoor End outdoor fields, lights for after dark play, well maintained grass fields, and some artificial turf fields for championship Olay. Soto envisions a regional facility, and is inviting a number of businesses and groups to be a partner in this exciting venture. The response has been very positive. The conversation and outreach has resulted in Sozo gaining the commitment of over 100 teams and 1500 players across Yakima County for the new soccer complex, representing individuals at all levels of play from kids to adults ages 5-99. This includes recreational, select and regional programs. The Yakima Sports Complex is capable of hosting a variety of tournaments for soccer, as well as providing indoor basketball courts and other field games. Initial plans are to host four annual premier tournaments in 2016, as well as opportunities for soccer camps, practice fields, and local recreation. This new facility will become the central location in the state, truly the Sports Capita' Df the Northwest. Currently, Yakima hosts two significant league matches and four tournaments. The Yakima Valley Sports Commission estimates the economic impact for 2014 based on overnight stays associated with these events is a total of $2,294,374. Based on this history we have calculated the following economic impact: Economic Impact to the Community Construction Spending Tournament Hotels 2015 2016 Future Years $ 11,800,000 $ 764,791 $ 2,294,374 $ 3,059,165 Operations Payroll $ 146,592 $ 291,370 $ 296,876 Local Purchasing $ 250,000 $ 75,000 $ 75,000 $12,961,383 10 Year Operation Impacts First Year Impact $2,660,744 $3,431,041 $ 34,310,413 $ 12,961,383 Total Impact to the Community first 10 Years $ 47,271,797 This does not include food and beverage, other revenue, or indirect expenses for utilites and services SOZO Sports' interest is twofold. The first is to receive the support of the community's public resources to build a successful sports program that will have a positive impact on the attitude and health of the area's children. Sozo will complement the public support with private funding, so that this public/private partnership can succeed. The program's second goal is to gain the support of businesses willing to make a real impact on the valley's youth. Individuals and businesses can'donate, sponsor, or participate in the Yakima Sports Complex activities. The current demographics, with the majority of valley children under the age of six, offers a unique opportunity for Yakima to have a dynamic impact on the area's youth. Yakima Valley businesses are lining up to become sport and facility sponsors. Yakima has a history of achieving great things with community support. In this case, the Yakima Sports Complex fills the need for additional sports fields, supports the local economy, and adds to the overall quality of life in the valley. Estimated usage of the Yakima Sports Complex for soccer only: Outdoor Youth Soccer: August- November Outdoor Adult Soccer: August -November Indoor Soccer: November -February Outdoor Youth Soccer: March -June Outdoor Adult Soccer: March -June Summer Camp: July NW Soccer Complexes • Star -Fire Sports NW Soccer Park — 7 FIFA Sized Fields — 8flfASized Fields — 5 Junior Fields — 4 Junior Sized Fields — 600 Parking spaces — 16-S al f gilds — 2 Indoor Fields — No Indy fields — 600 Parking spaces • Tracs - Pasco — 17 FIFA Sized Fields — 6 Softball Fields — 2840 Parking spaces — Indoor arena — No fields ,4\S1ar/ve YOUTH SOCCER ADULT SOCCER RESERVATIONS THE CAMPUS ABOUT US EVENTS CONTACT Q ADULT SOCCER LEAGUES 2015 TOURNASATS' KIDS SOCCER PROGRAMS y���ATea:d_ IT'S THE GAME OFTHE WEEK, MAN. aswarar SPSL MEN'S LEAGUE SINALOA VS PACHUCA YOUTH INDOOR LEAGUES OUTREACH 10:141116 N YOSIM SOCCER S 19 DETAILS GAME SCHEDULES The Starfire Campus it °! a ! :�IIIY,a .f: •.i - ,ril; I �•s{a�!-.I,,,. .,.,I''f �,,i' I' I; '! FC • I, 'I IL 'II Synthetic MP Turf Field Grass f ield Restrooni Yp.NORTHWEST SOCCER PARK a-Part.of the Whaic.orr Sc,cn C:ommiC4iorn :';a;:•:,. WHATCOM SPORTS COMMISSION WHATCOM COUNTY YOUTH SOCCER ASSOCIATION Home of Whatcom County Soccer WCYSA Spring 2015 Season Kicks Off March 21 T.'J RE s ER Spring 2015 WCYSA Spring Recreational schedules posted here 0 0 SurnFRfr41` SriiiIh Fibs d Parking Waschke Road Entrance fHl 4 avvson SPORTS AUTHORITY. NWEC NOtTMWFST EVE CLINIC • 9 141 del lit tom, 24 17 122.1 23 -28 Office tf+i Bathrooms Par Ne ihwes7 Seccer Park. Spartspiex and it's proarms aid owned and opera red by the Nrhatcon Sports Cannission. a 5O1( C) 3 Nor. Prn i Corporaeon. The Whatcom Sowzs Commission is commit - red to apve!eo arid maintain athletic tcifitiee otthe highest stand - W H A T C O M ficitiConcemiens arils fir ore hena&tofthe citizens of Whetcom Ce mk WHATCOM COUNTY YOUTH SOCCER ,..ia.: !ASSOCIATION U fir rteR Noh*est Soccer Park Rules No pets on the complex: even if on a beasts — 5nddQ ewQ exc ..ption for guide animals. filo alcoholic beverages: county ordinance No smoking on complex: please limit smoking to your vehicles Park at your own risk: Improper use of parking area will result in towing Keep off the goals & nets: Goals and nets are not to be used as climbing apparatus for children as it can be dangerous if tangled in the net No unauthorized use: WSC reserves the right to refuse park access to anyone 11 r 12 For all the latest information on 10 13 Whatcom County Soccer go to �-- .whatcomsoccer.com r �1` 1� 4 .. Baseball Field venue Map is not to Scale 77V C > THREE RIVERS MEM CONFERENCE Posts TRAC Hishxy ember SOT:Ms Schedules Standings LFan Sports ;:: Winter Sports tSpring SportS Contact Us I Apps Advertising stk.. Cenlral Clay Findlay Fremon: Catholic Ross THREE RIVERS ATHLETIC CONFERENCE News 1 College SigningsNerbals 3/21 OHSAA Girls Basketball State Champierssiiip Division I State Championship at Jerome Schottenstein Center Lakota West 4 Notre Dame Ac adernv 38 Box Score Tweet 'C TRAC Twitter Tweets Trac Sports 771,4C Follow D I Sutze Final 5<o7e: Laknr.3 Dal9E tc N. DA Qr, :seaso,, NDA Basketball 72meout ?7-31; v.:11:- 5:2! lek in gar.e. TRAC Fields • •AirVgir...47,, ...747,;;;;;;;+.4f,•••IitT•Iii70-7-7641 ' • • 1. .1.,. .i.". : • . -A-m. '-.! - -,•,..ct'-‘,, • 7% re ''-':.--*-:-14-• L.,, 4AF:,„ ...".••;,4•i! ‘,"6"..,-,..- --;., ':-P'4-.-re 4i'i•-,- ...•,-...., mio-Altsovomako,,,,„ qr. AR1044r=1.X !iLA • -,- ..7filafi-VAngkr.gagROCnir2VAIWAVS•€.381‘74MAIMIN:aii "IF4,1i-!itT'-'34/11401471ifffieelAftl, 6520 Homer= Rd 3/25/2015 Project Cost Analysis & of Funding Sources Estimated Cost City Park Component 42.18 Acres SOZO Sports Component 16.4 Acres Total project *includes Land cost / A&E / Construction Source of Funds City of Yakima SOZO Sports Cash and in-kind Contributions and Sponsorships Total $ 5,382,232 45.66% $ 6,406,128 54.34% $ 11,788,359 100.00% $ 4,100,000 $ 5,100,000 $ 2,588,359 34.78% 43.26% 21.96% $ 11,788,359 100.00% Cost based on preliminary design and engineering analysis Property cost included / Permit and connection fees subject to final design Off site improvements limited to cost for signalized intersection at Ahtanum Rd and 38th Ave, SOZO SPORTS / PUBLIC PARTNER 3 23 2015 Schedule of Values GENERAL REQUIREMENTS SITE WORK DEMOLITION / ON SITE SITE UTILITIES / WATER / SEWER OFF SITE IMPROVEMENTS PREPARATION SITE / FIELDS SOCCER FIELDS ELECTRICAL / FIELDS IRRIGATION SYSTEMS / FIELDS PARKING AREA / FIELDS SITE LIGHTING SYSTEMS LANDSCAPING RESTROOM STRUCTURES FENCING SYSTEMS SPECIAL CONSTRUCTION COMMUNICATIONS SIGNAGE FACILITY SUPPORT BUILDINGS PARKING MANAGEMENT SYSTEMS UNASSIGNED Inkind Services & Products SUBTOTAL CONTINGENCY FACTOR 10.00% $ 26,590 $ 15,500 $ 5,700 $ 57,000 $ 350,000 $ 162,098 $ 1,161,872 $ 29,500 $ 150,200 $ 483,750 $ 303,200 $ 66,000 $ 120,000 $ 143,500 $ 21,500 $ $ (250,000) $ 2,846,410 $ 284,641 TOTAL PROJECT $ 3,131,051 SALES TAX 8.20% $ 256,746 TOTAL PROJECT W/SALES TAX $ 3,387,798 DESIGN & ENGINEERING $ 118,573 PERMIT FEES $ 38,500 TOTAL PROJECT ESTIMATED COST $ 3,544,871 Property cost $ 1,837,361 Total Property and Improvments $ 5,382,232 SOZO SPORTS / PRIVATE PARTNER 3 23 2015 • r._t ; Schedule of Values • .1.1.•.•%t:;t• GENERAL REQUIREMENTS SITE WORK DEMOLITION / ON SITE SITE UTILITIES / WATER / SEWER OFF SITE IMPROVEMENTS PREPARATION SITE / FIELDS SOCCER FIELDS ELECTRICAL / FIELDS IRRIGATION SYSTEMS / FIELDS PARKING AREA / FIELDS SITE LIGHTING SYSTEMS LANDSCAPING RESTROOM STRUCTURES FENCING SYSTEMS SPECIAL CONSTRUCTION COMMUNICATIONS SIGNAGE FACILITY SUPPORT BUILDINGS PARKING MANAGEMENT SYSTEMS UNASSIGNED Inkind Products & Service SUBTOTAL CONTINGENCY FACTOR 10.00% $ 36,590 $ 66,000 $ 4,500 $ 31,000 $ 18,500 $ 122,913 $ 730,800 $ 15,500 $ 35,600 $ 191,925 $ 255,680 $ 71,500 $ 39,200 $ 4,500 $ 21,500 $ 2,625,000 $ 256,000 $ 50,000 $ (70,000) $ 4,506,708 $ 450,671 TOTAL PROJECT $ 4,957,379 SALES TAX 8.20% $ 406,505 TOTAL PROJECT W/SALES TAX $ 5,363,884 DESIGN & ENGINEERING $ 311,105 PERMIT FEES $ 68,500 TOTAL PROJECT ESTIMATED COST $ 5,743,489 Property cost $ 662,639 Total Property and Improvments $ 6,406,128 ♦ li i1 f• � I 2. lik‘kitk% 2fdi Ar SOZO orts of Central Wanington Yakima Sports Complex Sozo's vision Inspire, Encourage and Empower Youth through Participation in Sports SOZO Sports of Central Washington Sozo Sports Energize Yakima's Youth According to a Healthy Youth Survey Yakima's youth spend more time with "screens" than daily PE activities. • PE time has decreased from 46% to 37% • Screen time of more than 3 hours has increased 6% for middle school kids SOZO Sports of Central Washington tk)?7 Sozo Sports Increase Field Availability • JM Perry expansion and ash -based soil at Chesterley has left Yakima with a critical shortage of quality outdoor athletic fields • Yakima's central location could become the premier hot spot for regional, state- wide and local tournaments SOZO Sports of Central Washington ?A') Sozo Sozo Sports Economic Benefits Year round tournaments and events will attract players and families from around the Pacific Northwest supporting: • Hotels • Restaurants • Businesses SOZO Sports of Central Washington Sozo Sports Potential Participants Market size: $6.2M SOZO Sports of Central Washington Tournaments - All Ages Adult Recreation Youth Recreation P Premier Development Sozo Sports Competitive Landscape Competitors Weakness NW Soccer Park Star Fire Trac - Pasco Limited fields (Burlington) Westside location with fewer fields Indoor facility with artificial fields Sozo Opportunity Central Location /more fields Central location / more fields Indoor Et Outdoor facility with turf and competition fields SOZO Sports of Central Washington ): Sozo Sports Funding Needed $11.8 M 4.1 M from the City of Yakima 7.7 M from Privately Raised Funds 2.5 M Currently Secured SOZO Sports of Central Washington Sozo Sports Customers Er Sponsors • Schools & Businesses • Warehouse League • Club Teams • Mexican League • Puget Sound Premier League & US Soccer • Intramural Sports SOZO Sports of Central Washington :car: Sozo Sports Fundraising Activities GoFundMe.com Local Media — Radio/TV/Signs Schools and Businesses Open house type events Soccer Clubs Sponsoring Yakima United US Soccer Grant Yakima Community Foundation SOZO Sports of Central Washington Sozo Sports Financial projections $810K $271K FY'15 FY'16 Revenue $963K $358K FY°17 FY'15 SOZO Sports of Central Washington $814K $850K lit ($4K) $113K ($87K) FY'16 FY'17 FY'15 FY'16 FY'17 Expenses Profit Milestones Date Milestone April 30, 2015 Purchase Land (PSA signed February 2015) F`". July 31, 2015 SEPA - Completed n September 30, 2015 Sozo Indoor Design Completed 7 December 31, 2016 Achieve Fundraising Match of $7.1 M SOZO Sports of Central Washington Soto Sports Team and Key Rotes Bob McAllister Founder / Director Jason Bakker Director Kerry Martin Founder / Director Jen Trammell Director SOZO Sports of Central Washington Lloyd Butler, DO Founder / Fundraising Jenna Stratton Director Sozo Sports Potential Community Partners ■ ■ ■ 8g Baker Boyer Bank GiairAng Torr ir, J hrighter.terianiial.huerre Columbia L!IBank VitalWa re Delivering Revenue Cycle Success NNER BANK PCLiftonLarsonALLen Yakima Valley Farm Workers Clinic embank. SOZO Sports of Central Washington WELLS FARGO Sozo Sports Potential Community Partners ss-3€ar4 C1/1( Ccntral4Y'ashington Railroad API Int_ A1)VISOK S MI COLUMBIA L RAB. SOZO Sports of Central Washington MOSS ADAMS Irdift CENTRAL WASHINGTON SOCCER ACADEMY Sozo Sports AGREEMENT THIS AGREEMENT ("Agreement") is entered into effective the day of , 2015 (the "Effective Date"), by and between the City of Yakima, a Washington municipal corporation ("City"), and SOZO Sports of Central Washington, Incorporated, a Washington non-profit corporation ("SOZO"). The City and SOZO are referred to collectively as the "Parties." In consideration of the promises, covenants, and provisions set forth in this Agreement, the Parties agree as follows: ARTICLE 1 RECITALS AND FINDINGS 1.1 Property. SOZO plans to purchase property located south of the Yakima Air Terminal, legally described in Exhibit A, attached hereto and incorporated herein by this reference. The property is located contiguous to the City limits on two sides of the property but is not within the City limits. SOZO intends to acquire the property from Bohannon. The property described in Exhibit A may sometimes herein be referred to as the "Bohannon Property". Upon SOZO's purchase of the property SOZO will apply for annexation to the City. Upon successful completion of the annexation, which the City pledges to support throughout the required process, the City shall purchase from SOZO a specified portion of approximately forty (40) acres of the Bohannon Property for the appraised value of the property, said specified portion to exclude that portion described hereinbelow as the SOZO Sports Campus. As the owner the City will lease the property so purchased, referred to as the "Yakima Sports Park", to SOZO and SOZO will develop the Yakima Sports Park as specifically set forth herein, in addition to developing SOZO's own parcels. From the Bohannon Property, SOZO has also arranged to convey a specified portion thereof to a sponsoring entity, Cleat City, LLC, said specified portion to consist of approximately twenty (20) acres of land upon which Cleat City will construct buildings and other improvements for utilization by soccer participants and others and shall lease them to SOZO. Approximately five (5) years after commencement of the Lease referred to hereinbelow, Cleat City, LLC shall convey those improved properties to SOZO for utilization in conjunction with the Yakima Sports Park as described herein. The portion of the Bohannon property to be conveyed to Cleat City has no current legal description, but is intended by the Parties to comprise approximately twenty (20) acres in the southeastern corner of the Bohannon Property approximating a square, the precise size, configuration and servitudes of which shall be determined by SOZO and Cleat City, but not in derogation of this Agreement. Parties agree that the property owned by SOZO and the property leased by SOZO from Cleat City (both prior to and following its conveyance from Cleat City) shall be referred to herein, from time -to -time, as "the SOZO Sports Campus". The entirety of the Bohannon Property and the SOZO Sports Campus may be referred to herein as "the Yakima Sports Complex". A proposed Building and Site Plan depicting preliminary intent of the Parties is attached hereto as Exhibit B and Agreement Between City of Yakima and -1- SOZO Sports of Central Washington incorporated herein by this reference. In order to ensure the availability of necessary irrigation water for the proposed Yakima Sports Complex, it is understood and agreed that all water rights associated with the Bohannon Property shall remain appurtenant to the Yakima Sports Complex and may be utilized with any portion or portions of the Yakima Sports Complex as SOZO may determine, not inconsistent with state law. 1.2 SOZO. SOZO has the experience, ability, and resources to develop and operate the athletic, recreation and associated facilities at the Yakima Sports Complex. SOZO intends to develop a regional facility to provide premier soccer and other related athletic and recreational uses, to serve multi- age soccer teams within an approximate mile radius from the boundaries of the Yakima Sports Complex (the "service area"). 1.3 Facilities. The Parties intend this Agreement to specifically identify the terms by which SOZO is granted the exclusive rights to lease the Yakima Sports Park from the City and to develop, construct, and operate SOZO Sports Campus and the Yakima Sports Complex, as described more fully in attached Exhibit C. SOZO shall operate concessions and impose fees and charges within areas of the Yakima Sports Complex, described herein, notwithstanding that the Yakima Sports Park and all publicly funded improvements thereon shall remain property of the City. 1.4 No Partnership. The Parties agree that no joint venture or partnership is formed as a result of this Agreement. 1.5 Premises. SOZO shall be responsible for the complete design and construction of the Yakima Sports Complex and associated landscaping. All improvements to the Yakima Sports Park shall remain the property of the City at the termination of this Agreement. 1.6 City Police Power. By entering this Agreement, the City does not waive any of its police power authority and shall retain granting authority over final permits for the Yakima Sports Complex, consistent with the intent of this Agreement, approval of which permitting shall not be unreasonably withheld or delayed. 1.7 Access and Parking. The City will improve the public streets providing access to the Park; SOZO will be responsible to provide adequate parking to support the Yakima Sports Complex and its operations, as required by M-1 zoning as anticipated by the Parties. SOZO also agrees to provide all costs Agreement Between City of Yakima and -2- SOZO Sports of Central Washington associated with the installation of signalization for traffic control at the intersection of 38th Avenue and Ahtanum Blvd. 1.8 Financing. 1.8.1 SOZO will be responsible for obtaining all necessary financing for the development and operation of the Yakima Sports Complex, subject only to City participation as described in Article 5.10, herein. 1.8.2 It is mutually understood by the Parties that any lender who provides financing to SOZO for the development and operation of the SOZO Sports Campus will require this Agreement as protection and security for lender ("lender"). The term "lender" shall also mean the successors and assigns of the lender. 1.8.3 The City will acknowledge and consent to a lender taking a first position security interest in this Agreement, the Lease and the SOZO Sports Campus under mutually agreeable terms; lender taking an assignment of the right, title, claim and interest of SOZO in this Agreement; lender obtaining the right of substitution for SOZO, lender taking possession of the SOZO Sports Campus; lender operating the Yakima Sports Complex pursuant to the terms of this Agreement; and/or, lender selling, assigning and/or transferring SOZO's interest in this Agreement, the Lease, and/or the SOZO Sports Campus. ARTICLE 2 GROUND LEASE AND USE GRANT 2.1 Yakima Sports Complex. 2.1.1 City shall by separate lease instrument, forthwith upon gaining title thereto, convey and grant unto SOZO an exclusive lease of the Yakima Sports Park, for the development, construction and operation of that portion of the Yakima Sports Complex, as described herein. The Lease shall set forth, in substance, the intended outcome, terms and conditions of the operation of this Agreement. A preliminary building and site plan is shown in Exhibit B, attached hereto and incorporated herein by this reference. Any and all development, construction, and improvements of and to the SOZO Sports Campus are or shall be owned by or leased to SOZO subject to security interest of lender, if any. At the termination of this Agreement and the Lease, other than as a result of condemnation proceedings, the then existing improvements to the Yakima Sports Park shall remain the property of and be solely owned by the City. 2.1.2 The common address of the Yakima Sports Complex is Yakima, WA 98908. 2.2 Possession, Quiet Enjoyment and Covenants. Agreement Between City of Yakima and -3- SOZO Sports of Central Washington Except as provided in Article 4.13 herein, SOZO shall be entitled to exclusive possession and use of the Yakima Sports Park upon effective date of the Lease. Upon taking possession of the Yakima Sports Park, and subject to SOZO's continuing performance under this Agreement and the Lease, SOZO shall peaceably and quietly have, hold, and enjoy the Yakima Sports Park at all times during the full term of this Agreement and the Lease. Every covenant in this Agreement and the Lease shall be deemed and treated to be a covenant running with the Yakima Sports Park during the full term of the Lease and this Agreement, and shall extend to the heirs, legal representatives, successors and assigns of the Parties. No change in City's ownership of the Yakima Sports Park, or rights to the payments hereunder, however accomplished, shall operate to enlarge the obligations or reduce the rights of SOZO. No change in City's ownership of the Yakima Sports Park shall be binding upon SOZO for any purpose until SOZO shall have been given written notice thereof. ARTICLE 3 TERM OF AGREEMENT 3.1 Term. The Term of this Agreement and the Lease shall be forty (40) years, commencing upon the Effective Date of the Lease. 3.2 Option to Renew. So long as SOZO is not then in material, uncured breach of the Lease or this Agreement, it shall have the privilege of extending this Agreement and the Lease for two (2) additional ten (10) year terms upon the same terms and conditions, subject to any modifications as provided in Section 9.13 below. In order to exercise said renewal option(s), SOZO shall provide written notice to City not less than twelve (12) months prior to termination of the then current term of the Lease. ARTICLE 4 SOZO OBLIGATIONS 4.1 Agreement. SOZO agrees to the terms and conditions of this Agreement. 4.2 Not -For -Profit. SOZO will serve as the controlling, authorized entity responsible for enhancement and ongoing operation of the Yakima Sports Complex. Agreement Between City of Yakima and -4- SOZO Sports of Central Washington 4.3 Investment. SOZO will raise and invest not less than Four Million dollars ($4,000,000) in capital expenditures, loans and/or pledges for the design, development and operation of the Yakima Sports Complex, including the initial funding of SOZO operations, acquisitions and expenses provided by Cleat City, LLC and/or its principals. 4.4 Athletic Center Building. SOZO will construct an athletic center building on the SOZO Sports Campus parcel with at least two indoor soccer facilities and associated uses to include, but not limited to concession sales, pro shop, locker room facilities, three basketball courts, batting cages, office space, training programs, league play, and tournaments to the youth and adults of the City and the surrounding service areas. 4.5 Synthetic Turf Fields. SOZO will construct a minimum of three outdoor lighted engineered FIFA -sized, championship - quality synthetic turf soccer fields (or equivalent) and two indoor engineered fields and will make these fields available to the youth and adult teams from the City and surrounding service areas. 4.6 Grass Fields. SOZO will construct and maintain fourteen full size grass soccer fields and will make these fields available to the youth and adult soccer teams from the City and surrounding service areas. 4.7 Education — Scholarships. 4.7.1 SOZO will provide athletic skills, educational and development programs. SOZO will also provide team fee scholarships for disadvantaged youths from the City and surrounding service areas. 4.7.2 SOZO, as part of its community involvement program, will provide scholarships, grants, awards, and other benefits to the underprivileged as SOZO shall, in good faith, determine from time -to -time, taking into account its net profitability from operation of the Yakima Sports Complex, its need to fund future operations, improvements and acquisitions, and reflecting the intent of the Parties as set forth in this Agreement. SOZO's minimum annual contribution toward meeting this goal shall be no less than five percent (5%) of the net annual revenue derived from Yakima Sports Complex operation. The City may assist SOZO in this effort by publicizing availability of scholarships and recommending to SOZO worthy potential recipients of such scholarships who may have come to the attention of the City. Agreement Between City of Yakima and -5- SOZO Sports of Central Washington 4.8 SOZO Liaison. Upon City request, SOZO will provide a dedicated contact person and liaison with the City for all permit and license applications, changes and variances to complete the SOZO Sports Complex in an expedited manner. 4.9 SOZO Sports Campus and Yakima Sports Complex. SOZO will be fully responsible for all costs of improvement, operation and maintenance of the Yakima Sports Complex, except as described in Section 5, below. 4.9.1 Incidental Uses. SOZO may provide and/or authorize concessions, to include but not be limited to food and beverages; sale of incidental items directly related to the use of the SOZO Sports Campus including, but not limited to, pro shop athletic equipment, clothing, awards and related merchandise; soap, shampoo, sundries and supplies; day-care/babysitting service, fitness and sport training and gym activities. 4.9.2 Security and Nuisance During Use. SOZO shall take reasonable precautions to secure the Yakima Sports Complex throughout the full term of this Agreement. SOZO shall not use the Yakima Sports Complex for unlawful purposes and shall not use or occupy the Yakima Sports Complex in any manner that would constitute a public nuisance or violate Federal, State or local laws. 4.9.3 Operating Hours — Activities. The availability of recreational opportunities for City residents is a material consideration for this Agreement. SOZO and the CITY intend to generate active and passive uses for the Yakima Sports Park to serve the general public when not anticipated for use as a soccer facility or other pre -scheduled events. SOZO recognizes that the Yakima Sports Park's primary purpose is to provide community youth sports activities when the fields are not in use for specific pre - scheduled events; the Yakima Sports Park shall be made available to the youth and adult teams from the City and surrounding service areas. Except as specifically provided herein, the general public shall retain access during regular business hours to the Yakima Sports Park, which access may include "passive" individual activities that include, but are not limited to walking and jogging. Accordingly, throughout the full term of this Agreement SOZO shall continuously conduct and carry on SOZO's permitted uses and shall keep the Yakima Sports Park open for business and cause SOZO's business to be conducted therein during the usual business hours of each and every business day as shall be determined by SOZO based upon commercially reasonable standards. This provision shall not apply if the Yakima Sports Complex should be closed and the business of SOZO is temporarily suspended on account of labor strikes, lockouts, or similar causes beyond the reasonable control of SOZO, or for maintenance, remodeling, repair, or renovation as provided in the Lease. SOZO covenants and agrees to provide sufficient Agreement Between City of Yakima and -6- SOZO Sports of Central Washington personnel, and to keep the SOZO Sports Campus adequately stocked with merchandise, recreational equipment, fixtures and facilities so as to conduct its business in accordance with sound business practice. SOZO, in order to keep its business commitments, shall be in operation in accordance with standard business practices. 4.10 Entry by City. City may, during normal operating hours, enter the Yakima Sports Park at all times to inspect, provide services required hereunder, post notices of SOZO's noncompliance with the provisions of this Agreement or the Lease, all without being deemed a constructive eviction. Any person or persons who may have an interest in the purpose of City's visit may accompany City. City has the right to use any and all means that City deems proper to open doors and gates in an emergency in order to obtain entry to the Yakima Sports Park. 4.11 Health Inspections. SOZO shall not knowingly commit or willfully permit to be committed any negligent act or thing contrary to the rules and regulations prescribed by the local board of health, or which shall be contrary to the laws, rules or regulations of any federal, state or municipal authority. SOZO shall allow the Yakima County Health Department to make regular and ordinary inspections of the Yakima Sports Complex as said health department may deem proper. 4.12 Maintenance, Repair, Improvements. 4.12.1 Maintenance. SOZO shall, at its sole cost and expense, clean and maintain the Yakima Sports Complex, and make repairs, restorations, and replacements to the Yakima Sports Complex, including without limitation the heating, ventilating, air conditioning, mechanical, electrical, and plumbing systems, structural roof, walls, and foundations, roof coverings, sprinkling and irrigation systems, playing surfaces and the fixtures and appurtenances to the Yakima Sports Complex as and when needed to preserve them in "first class" condition and repair (less normal wear from use) throughout the full term of the Lease. SOZO shall further keep in repair and maintain as necessary all machinery, equipment and facilities necessary for the playing of sports and the comfort of players. SOZO shall paint the exterior of the buildings on the Yakima Sports Park (except the metal) with such frequency as may be required to maintain their good, clean appearance. All such repairs, restorations, and replacements shall be performed and provided in quality and workmanship at least equal to the original work or installations. If SOZO fails to make such repairs, restorations, or replacements to equipment, improvements or buildings on the Yakima Sports Park within ninety (90) days of written notice by City, City may, but shall not be obligated to, make them at the expense of SOZO and such expense will be paid by SOZO within fifteen (15) days after delivery of a statement for such expense. Agreement Between City of Yakima and -7- SOZO Sports of Central Washington 4.12.2 Sidewalk Maintenance. At its sole cost and expense, SOZO shall maintain any sidewalks on the Yakima Sports Complex in good and presentable condition during the full term of this Agreement, shall be responsible for correcting any unsafe sidewalk conditions and shall be responsible for the removal of ice and snow from the sidewalks. 4.12.3 Janitorial Services. At its sole cost and expense, SOZO shall keep the Yakima Sports Complex clean, and shall provide sufficient janitorial services to maintain a tidy appearance on and about the Yakima Sports Complex. SOZO shall provide landscaping maintenance services, lawn and turf care, mowing, fertilizing, irrigation, aeration, sweeping, cleaning, field and parking lot cleanup, trash and litter collection, portable sanitation cleanup when and as required, such that landscaping on the Yakima Sports Complex remains healthy, attractive, clean and well maintained. 4.12.4 Repair of Damage. In the event any material damage shall occur to the Yakima Sports Park of any kind or nature whatsoever, SOZO shall promptly cause said damage to be fully repaired or replaced, as is necessary, at SOZO's own cost and expense. In the event SOZO fails to accomplish such repair or replacement within forty-five (45) days of receipt of written notice by the City, then in that event City may, but is not required to, enter the Yakima Sports Park and accomplish such repairs and thereafter bill SOZO who will pay the bill within fifteen (15) days after City sends an invoice for such expense. 4.12.5 Improvements. SOZO shall be solely responsible for providing adequate funding for any alterations or improvements to the Yakima Sports Complex as provided in this Agreement and such alterations or improvements shall be made without cost to the City, except as provided in Section 5.2, 5.3 and 5.10. All alterations and/or improvements made upon the Yakima Sports Complex shall be subject to compliance with all required permits, inspections and codes applicable to the actions performed and shall be accomplished in accordance with generally accepted construction methods and means. 4.12.6 Alterations of Premises After Construction. After such time as the Yakima Sports Park has been completed and accepted as defined above, SOZO shall not make any material alteration to the Yakima Sports Park, including any changes to the landscaping, without the City's prior written consent, such consent to not be unreasonably withheld or delayed. For purposes of this subsection, a "material alteration" shall be deemed alterations not to exceed the cost to SOZO of $20,000 in any calendar year, adjusted annually on each Lease commencement date to a sum equivalent to one hundred five percent (105%) of the sum of the previous year's monetary limit. Agreement Between City of Yakima and -8- SOZO Sports of Central Washington 4.13 Signs. SOZO may place and maintain signs upon the Premises in accordance with the City sign ordinance. 4.14 Utilities. 4.14.1 Utility Services and Expense. Except as otherwise provided in this Agreement or in the Lease, SOZO will pay for all domestic and irrigation water, gas, garbage, sewage, electricity, telephone, and other utilities and communications services used by SOZO on the Yakima Sports Complex, whether or not such services are billed directly to SOZO. SOZO will also procure, or cause to be procured, without cost to the City, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Yakima Sports Complex of utility appurtenances and appliances for use in supplying such utilities and services to and upon the Yakima Sports Complex. The City, upon request of SOZO, and at the sole expense and liability of SOZO, will join with SOZO in any application required for obtaining or continuing any such services, provided that such services do not violate any other applicable provision of this Agreement. The City shall not be held liable for any injury, loss, or damage caused by or resulting from any interruption or failure of utility services due to any cause whatsoever, unless such interruption or failure is the result of the City's negligence. SOZO shall not be entitled to any offset, reduction, or return of consideration as a result of any interruption or failure of services. 4.14.2 Trash & Garbage. SOZO shall place all trash and garbage from the Yakima Sports Complex into such areas and containers as are designed and intended to accommodate the trash and garbage generated within or on the Yakima Sports Complex. SOZO shall not allow trash and/or garbage to accumulate such that a nuisance or health hazard results or attract wildlife that could cause potential hazards to aircraft operations at the Yakima Air Terminal. 4.15 Hazardous Substances. 4.15.1 Definition. As used herein, the term "Hazardous Substance" means any hazardous, toxic or dangerous substance, waste, or material, which is or becomes regulated under any federal, state, or local statute, ordinance, rule, regulation, or other law now or hereafter in affect pertaining to environmental protection, contamination, or cleanup. Agreement Between City of Yakima and -9- SOZO Sports of Central Washington 4.15.2 Access to Environmental Information. SOZO shall keep upon the Yakima Sports Complex, in a location accessible to City on request during normal business hours, copies of all reports regarding hazardous or toxic materials in or upon the Yakima Sports Complex that SOZO has provided to any governmental agency in the previous quarter. SOZO shall, upon request by City and at SOZO's expense, provide City with a copy of any such report. In the event of any accident, spill, or other incident involving hazardous or toxic matter that SOZO is required to report to any governmental agency, SOZO shall immediately report the same to the City and supply City with all information and reports with respect to the same, together with SOZO's clean-up or remediation plan and schedule. If such clean-up or remediation plan is not acceptable to City in City's discretion, City may so notify SOZO and, upon 48 hours prior written notice (or without notice if so required by an emergency) may enter on the Yakima Sports Park to conduct the cleanup or remediation and charge SOZO the cost thereof. All information described herein shall be provided to City regardless of any claim by SOZO that it is confidential or privileged, provided that the City shall not publish or disclose the information to any third party except as pursuant to Chapter 42.56 RCW. 4.15.3 Environmental Indemnification. SOZO agrees to hold harmless, protect, indemnify, and defend City from and against any damage, loss, claim, or liability, including reasonable attorney's fees and costs, resulting from SOZO's use, disbursement, disposal, transportation, generation, and/or sale of any Hazardous Substances. The City agrees to hold harmless, protect, indemnify, and defend SOZO from and against any damage, loss, claim, or liability, including reasonable attorney's fees and costs, resulting from (a) Hazardous Substances existing on the Yakima Sports Park as of the Effective Date of the Lease; or (b) Hazardous Substances thereafter used, disposed of, or generated on the Yakima Sports Complex by the City. These indemnities will survive the termination of this Agreement, whether by expiration of the Term or otherwise. 4.16 Risk of Loss. All SOZO's personal property of any kind or description whatsoever on the Yakima Sports Complex shall be at SOZO's sole risk, and City shall not be liable for any damage done to, or loss of, such personal property. ARTICLE 5 CITY OBLIGATIONS 5.1 Agreement. City agrees to the terms and conditions of this Agreement and shall assist in the annexation of property subject to this Agreement in serving a municipal purpose, as is authorized under State law. Agreement Between City of Yakima and -10- SOZO Sports of Central Washington 5.2 Off -Premises Stress Access, Parking and Stormwater. 5.2.1 The City will maintain all existing public access areas serving the Yakima Sports Complex that are not part of the Yakima Sports Complex, including, but not limited to, stormwater retention facilities, consistent with such standards applicable to municipal parks owned and operated by the City. 5.2.2 The City will maintain all streets and parking areas that are not part of the Yakima Sports Complex property, including landscaping associated therewith, located adjacent to or providing access to and egress from the Yakima Sports Complex, consistent with applicable City standards. 5.2.3 The City will extend to exterior boundary lines of the Yakima Sports Complex such utility services, roads, sidewalks, gutters and lighting as are reasonably necessary to gain approval for zoning modification and/or development of the Yakima Sports Complex, or to operate the Yakima Sports Complex, as part of City's Investment set forth in Section 5.10. 5.3 Naming Rights — Signs — Zoning. 5.3.1 The City grants to SOZO all rights to Yakima Sports Park naming and advertising, including the naming of the complete Complex, which shall be coordinated by SOZO as part of the property acquisition with real property funders/lenders/donors. Provided, however, the reference "Yakima," "City of Yakima", or other reference to "Yakima" as approved by the City shall be incorporated into names and signage when reasonably feasible. 5.3.2 The City agrees to cooperate with SOZO to modify the zoning code to facilitate the development of any portion of the Yakima Sports Complex not otherwise permitted outright under the zoning code, and Parties agree that if the full intent of this Agreement cannot be achieved absent such zoning modifications, then either Party may terminate this Agreement prior to entry into the Lease 5.3.3 The City will install directional signage to the Yakima Sports Complex as appropriate in various locations throughout the City. 5.4 Liquor License. The City will support SOZO obtaining a liquor license for the SOZO Sports Campus through the established City approval process. 5.5 Public Safety. The City will provide police and fire services to the Yakima Sports Complex consistent with applicable City standards. Agreement Between City of Yakima and -11- SOZO Sports of Central Washington 5.6 Permitting. The City will make its best effort to expedite all permits, licenses and other municipal approvals required for completion and operation of the Yakima Sports Complex. 5.7 City Liaison. The City will provide a dedicated contact person and liaison with SOZO for all permit and license applications, changes, and variances to complete the Yakima Sports Complex in an expedited manner. 5.8 Promotion. The City will use its best efforts to promote and support the Yakima Sports Complex within the business community for the benefit of the Parties and the enhanced recreational use of the resources. 5.9 Fees and Charges. City grants and authorizes SOZO to establish and collect rents, fees and charges, and to retain all revenues, including special event/tournament parking revenues, associated with the use of Yakima Sports Complex. SOZO shall make reasonable efforts to balance admission fees for events within the Yakima Sports Park open to the public to represent (1) the cost of the event or activity, (2) the generation of revenue and (3) the regulation of Yakima Sports Park use, with the primary goal to maintain Yakima Sports Park use fees at a cost affordable to the public. 5.10 Investment. The City will provide Four Million One Hundred Thousand Dollars ($4,100,000) in capital expenditures toward the acquisition of property for and the development of the Yakima Sports Park as soccer fields and parking lots, as its part in development of the Yakima Sports Park, to include, but not be limited to, extension of sewer, water and other utilities to the Yakima Sports Park, construction of sidewalks, gutters and installation of lighting and on-site traffic control, if deemed reasonably necessary. Except as specifically stated hereinabove, City resources shall not be used for the acquisition of land for, or the design or development of the SOZO Sports Campus or for the structures and assets associated with the soccer building located on the SOZO Sports Campus parcel owned by or leased to SOZO upon which the soccer buildings and associated structures are located. ARTICLE 6 DESIGN AND CONSTRUCTION OF PREMISES Agreement Between City of Yakima and -12- SOZO Sports of Central Washington 6.1 Design. 6.1.1 SOZO shall retain a Washington State licensed architect or professional engineer to design the Yakima Sports Complex and associated exterior landscaping which shall visually blend with the setting. The City shall have the right to approve the final design of the Yakima Sports Park, which shall be consistent with established City zoning and/or design code. 6.1.2 Where required by applicable provisions of law, SOZO shall comply with the Americans with Disabilities Act of 1990 (ADA) in the design, construction, and operation of the Yakima Sports Complex. 6.2 Building and Site Plans. SOZO shall retain a Washington State licensed architect or professional engineer, registered in the State of Washington, to prepare building and site plans for the Yakima Sports Complex, which shall depict and describe the structures, utilities, and landscape plan. The City shall have the right to approve the final building and site plans comprising the Yakima Sports Park, such approvals to not be unreasonably withheld. 6.3 Construction/Site Work/Fencing. SOZO shall be solely responsible for all development and construction of the Yakima Sports Complex and shall be responsible for the site work, all required permits and grading. SOZO shall properly barricade the work area and install signage restricting unauthorized persons from entering onto the building site during any phase of development or construction. Unless otherwise specifically agreed by the City in writing, fencing shall be placed around the entire work area during construction. In addition, the building site shall be kept in a clean and organized condition during development periods. SOZO shall be responsible for site security, traffic and pedestrian signage, warnings and control at the site during the development and construction phases. 6.4 Construction Deadlines. 6.4.1 SOZO shall be required to commence development of the Premises within (6) months of the Effective Date of the Lease. Commencement of development of the Yakima Sports Complex is defined as that date upon which SOZO files its first application for a project permit, as defined in RCW 36.70(a).020(4). 6.4.2 SOZO shall be required to complete the development and construction of the Yakima Sports Park within one (1) year of the Effective Date of the Lease and thereafter proceed with due diligence to complete the remainder of the Yakima Sports Complex construction and development as described herein. Completion of the development and construction of the Yakima Sports Complex is defined as that date upon which all final occupancy permits are obtained by SOZO for all structures on the Yakima Sports Complex. Agreement Between City of Yakima and -13- SOZO Sports of Central Washington 6.4.3 SOZO may phase construction of improvements to those portions of the Yakima Sports Complex not comprising the Yakima Sports Park. 6.5 Failure to Meet Construction Deadlines/Time of Essence. 6.5.1 Except as provided in Section 6.4.3 or 9.15 herein, it is mutually understood and agreed that failure by SOZO to meet the development and construction deadlines shall constitute a material breach of the Lease and this Agreement by SOZO, in which event the City, at its option, can terminate the Lease and this Agreement for cause pursuant to Article 8. Time is of the essence with this Agreement. 6.5.2 Notwithstanding Section 6.4 and 6.5.1, SOZO's obligation to commence construction shall not begin until the City has issued building permit(s) for the Yakima Sports Complex. 6.6 Stormwater Drainage, Sewer and Water Lines. SOZO will be responsible for installing all required storm drains, stormwater facilities, sewers, water and irrigation lines from exterior boundary lines of the Yakima Sports Complex to all required use points within the Yakima Sports Complex, as required to complete development and construction of the Yakima Sports Complex. 6.7 Development and Construction Fees and Expenses. 6.7.1 SOZO shall be responsible for obtaining and paying for necessary permits, fees and expenses associated with the development and construction of the Yakima Sports Complex. In addition, SOZO shall be responsible for any additional costs for inspections billed to the City by any government agency, including not limited to the City of Yakima, Yakima County, or the State of Washington. 6.7.2 Notwithstanding Section 6.7.1, SOZO shall not be obligated to pay permit fees, City utility connection charges (if any) and expense, including any transportation impact or environmental mitigation fees, in an aggregate amount in excess of One Hundred Thousand Dollars ($100,000.00), excluding utility meter fees, to any portion of the Yakima Sports Complex. City shall be responsible for any such fees in excess of the amount set forth in this Section 6.7.2. 6.8 Partial Public Works Project. 6.8.1 The development and construction of that portion of the Yakima Sports Complex constructed on the City owned property shall be constructed as a public works project requiring the payment of prevailing wages. SOZO is the developer and the City is an investing partner in the cost of construction of that portion of the Yakima Sports Complex constructed on the City owned property. The City shall be involved with and shall have responsibility for the bidding and contracting processes for the public work portion of the Yakima Sports Complex. With respect to the construction of that portion of the Yakima Sports Complex constructed on SOZO's Agreement Between City of Yakima and -14- SOZO Sports of Central Washington property the City shall have no financial or other interest in the cost of property acquisition, design, construction or development thereon. The portion of the acquisition, design and development occurring on SOZO's property shall not be considered a public work and SOZO shall not be required to follow public works bidding requirements or to pay prevailing wages, nor will SOZO be obligated to pay or to contract for prevailing wages or any other standard of payment controls associated with this privately owned portion of the project. This provision is a material part of the consideration for this Agreement. 6.8.2 The project signage and all literature and advertising by either the City or SOZO shall not indicate in any manner that the development of the privately owned property is a City project, is subject to a City public work contract, or any other such misleading statement indicating that this private property development portion of the project is a public work project, either directly or indirectly. 6.9 No Liens. Except liens and encumbrances of any lender pursuant to Article 6 herein, it is mutually understood and agreed that SOZO shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of the City in the fee interest in the Yakima Sports Park, or to charge the rentals payable hereunder for any claim in favor of any person dealing with SOZO, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the right and interest granted to SOZO by this Agreement. If any such liens are filed, City may, without waiving its rights and remedies for breach, and without releasing SOZO from its obligations hereunder, require SOZO to post security in form and amount reasonably satisfactory to City or cause such liens to be released by any means City deems proper, including payment in satisfaction of the claim giving rise to the lien. SOZO shall pay to City, upon demand, any sum paid by City to remove the liens. Further, SOZO agrees that it will save and hold the City harmless from any and all actual costs or expenses based on or arising out of the asserted claims or liens, except those of the lender, against this Agreement or against the right, title, and interest of the City in the City owned portion of the Yakima Sports Park or under the terms of this Agreement, including reasonable attorney's fees and costs incurred by City in removing such liens, and in enforcing this paragraph. Additionally, it is mutually understood and agreed that this paragraph is intended to be a continuing provision applicable to future repairs and improvements after the initial construction phase. 6.10 Insurance and Indemnification Requirements During Construction. 6.10.1 Indenmification/Hold Harmless SOZO shall require its construction contractors and subcontractors to defend, indemnify and hold the City, its officers, elected officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits, including reasonable attorney fees, arising out of or in Agreement Between City of Yakima and -15- SOZO Sports of Central Washington connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 6.10.2 Commercial General Liability Insurance SOZO shall require its construction contractors to procure and maintain, for the duration of construction of the Yakima Sports Complex, commercial general liability insurance against claims for injuries to persons or damage to property, which may arise from or in connection with the performance of the work hereunder by the construction contractors and subcontractors, their agents, representatives, employees or subcontractors. All said policies shall name the City of Yakima, its elected officials, officers, agents, employees, and volunteers as additional named insureds and shall include a provision prohibiting cancellation or reduction in the amount of said policies except upon thirty (30) days prior written notice to the City. SOZO shall require its construction contractors to maintain minimum commercial general liability insurance limits of no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products -completed operations aggregate limit. 6.10.3 Builders Risk Insurance. SOZO shall require its construction contractors to procure and maintain, for the duration of construction of the Yakima Sports Complex, Builders Risk insurance covering interests of the City and the constructions contractor in the work. Builders Risk Insurance shall be on all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including flood, theft, vandalism, malicious mischief, collapse, temporary buildings and debris removal. The Builders Risk insurance covering the work will have a maximum deductible of Five Thousand Dollars ($5,000) for each occurrence, payment of which will be the responsibility of the construction contractor. Higher deductibles for flood perils may be accepted by the City upon written request by SOZO and written acceptance of the specific terms by the City. Any increased deductibles accepted by the City that are in excess of the Five Thousand Dollars ($5,000) maximum deductible will remain the responsibility of the construction contractor. The Builders Risk insurance shall be maintained until final acceptance of the work by SOZO. SOZO shall require its construction contractors to maintain Builders Risk insurance in the amount of the completed value of the project, with no coinsurance provisions. 6.10.4 Subcontractors. SOZO shall require its construction contractors to include all subcontractors as insureds under its policies or shall furnish separate certificate and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the same insurance requirements as stated herein for the construction contractor. 6.10.5 Verification of Coverage. SOZO shall furnish the City with original certificates and a copy of the amendatory endorsements, including, but not necessarily limited to, the additional insured endorsement, Agreement Between City of Yakima and -16- SOZO Sports of Central Washington evidencing the Commercial General Liability insurance of the construction contractor before commencement of the work. Before any exposure to loss may occur, SOZO shall file with the City a copy of the Builders Risk insurance policy that includes all applicable conditions, exclusions, definitions, terms and endorsements related to this project. ARTICLE 7 FINANCING AND SECURITY INTERESTS 7.1 Financing — City Obligation. City shall share in the financing of construction improvements carried out upon, to, or with respect to all portions of the Yakima Sports Park, excluding any and all improvements upon SOZO's property, up to the total amount not to exceed Four Million One Hundred Thousand Dollars ($4,100,000). Costs of improvements to the Yakima Sports Complex beyond the City's "not to exceed" value set forth above shall be solely SOZO's responsibility for all financing requirements for all property acquisition, project design, property development, construction, maintenance, repairs, or subsequent improvements to the Yakima Sports Complex. The City shall be under no obligation directly or indirectly to pay for any labor, material, or improvement associated with the Yakima Sports Complex except as provided herein or mutually agreed upon in writing hereafter. SOZO shall, when applying for and obtaining financing, inform any lender that the City has no financial obligations associated with the construction, maintenance, repairs or subsequent improvements to the City owned portion of the Yakima Sports Complex beyond what is provided herein, and the City shall have no responsibility or participation obligation whatsoever in the development or construction of the privately owned SOZO property that is part of the overall Yakima Sports Complex. 7.2 Mortgages — Generally. SOZO, and its successors and assigns, shall have the unrestricted right to mortgage its interests under this Agreement and the Lease, subject, however, to the limitations set forth herein. As used herein, "Leasehold Mortgage" shall include any such mortgage(s) or deed(s) of trust on the Estate to be created by this Agreement; "Purchase Money Mortgage" shall include any Mortgage granted to SOZO (or SOZO's successors) in connection with the sale of the interest in this Agreement and/or the Lease; and "Estate" shall mean the estate of SOZO created by this Agreement and the Lease upon and subject to all the terms and conditions of this Agreement and the Lease. Any such Mortgage shall be subject to the rights of City hereunder in accordance with all the terms and conditions of this Agreement and the Lease. In no circumstances and under no condition shall City's fee interest in the Yakima Sports Park be encumbered by, subject to or subordinate to a Mortgage. 7.3 Security Interest in Premises and Agreement/Consent. Subject to the terms set forth in Section 7.2 the City consents to the grant, transfer, pledge and assignment of any and all right, title, claim or interest of SOZO in and to this Agreement and in the Lease, and in any SOZO building facility, personal property and fixtures in the Yakima Agreement Between City of Yakima and -17- SOZO Sports of Central Washington Sports Park ("Collateral") to lender for financing purposes. The City shall recognize lender's first priority security interest in the SOZO Collateral and the City hereby subordinates any and all interest of the City in said SOZO-owned Collateral to lender. SOZO acknowledges that the City will not grant any security interest to any lender in any City property nor will the City allow any encumbrance of any kind or nature whatsoever upon, or in any manner on its title to any City property. In the event of default by SOZO to lender, in addition to all its rights and remedies available at law and equity, lender may enforce and/or foreclose its security interest/interests in the Collateral. City agrees that in connection with any such default, and all without further consent of City, lender may: 7.3.1 Acquire SOZO's interest in the Collateral either by a deed in lieu of foreclosure or actual foreclosure; 7.3.2 Rent and/or grant a ground lease of the Yakima Sports Park subject to this Agreement pending foreclosure of the Collateral by lender; 7.3.3 Assign, sell and/or transfer the Collateral in whole or in part to any person or entity; 7.3.4 Take possession of any or all of the Collateral, obtain right of substitution for SOZO and operate said Collateral; and/or 7.3.5 Appoint a receiver. 7.4 Lender's Reliance on Term. The City acknowledges that SOZO, in making application for financing, may be required to have an assurance that the terms of this Agreement will extend beyond the term of the financing term. By its signature to this Agreement, the City confirms its authority to provide the forty (40) year Lease term conditioned solely upon SOZO maintaining current payments and remaining in full compliance with the terms and conditions of this Agreement and the Lease. Additionally, the City acknowledges that, after any original financial commitments by SOZO have been satisfied, these financing provisions shall be applicable to all future advances or financing required by SOZO and used for the improvements and repairs of the Yakima Sports Complex. 7.5 Surrender of the Collateral. No surrender of Collateral or the Yakima Sports Complex subject to this Agreement or any other act of SOZO shall be deemed to terminate this Agreement. City will not terminate this Agreement voluntarily by agreement with SOZO unless lender has been previously notified in writing and has consented to the termination in writing. This Agreement shall not be amended or modified unless lender has been previously notified in writing and has consented to such amendment or modification in writing. 7.6 Notice of Default and Lender's Rights. Agreement Between City of Yakima and -18- SOZO Sports of Central Washington 7.6.1 Notice of Default. If SOZO materially defaults under this Agreement or the Lease, or if any event occurs which would give City the right to terminate, modify, amend or shorten the term of this Agreement or the Lease, City shall take no steps to exercise any right it may have under this Agreement without first giving lender written notice of such default in accordance with Article 7.12 below. A copy of each and every written notice of default served or sent by City or its agent to or upon SOZO pursuant to this Agreement shall be sent contemporaneously to lender in accordance with Article 7.12 below. Such notice of default shall specify the event or events of default then outstanding and the time period at the end of which the indicated action would become effective. 7.6.2 Termination for Monetary Default. If the written notice of default given by City to lender relates to a monetary default and SOZO has not cured such monetary default within thirty (30) days after lender receives the notice and SOZO's failure to cure results in City desiring to terminate this Agreement or the Lease, City may terminate this Agreement and the Lease if such monetary default is not cured by either SOZO or lender within forty-five (45) days after lender receives the notice of default. 7.6.3 Termination for Non -Monetary Default. If the written notice of default given by City to lender relates to a non -monetary default and SOZO has not cured or diligently pursued curing such non -monetary default within thirty (30) days after lender receives the notice, City shall take no action to terminate this Agreement and/or the Lease if a. Within sixty (60) days after City's notice to lender regarding SOZO's failure to cure (or failure to diligently pursue a cure) lender notifies City of its intent to realize upon its security interest and commences realization within sixty (60) days thereafter, and diligently pursues realization; and b. Lender pays City at time of notification all monies or performances due that may be in default up to the day lender notifies City of lender's intent and further pays or performs all consideration that accrues during the period after lender so notifies City and completes such other performances that may be required or that come due under this Agreement. City shall not terminate this Agreement nor the Lease because of SOZO's breach of any terms of this Agreement or the Lease relating to the solvency of SOZO or the institution of any bankruptcy, insolvency, receivership or related action by or against SOZO as long as lender cures any default under this Agreement by SOZO as provided herein, except that lender shall not be required to cure any defaults relating to solvency of SOZO. Agreement Between City of Yakima and -19- SOZO Sports of Central Washington 7.7. Right to Assign. Lender shall have the right to assign its interest in the Collateral. Upon the purchaser's, assignee's or transferee's assumption and agreement to perform and be bound by all of the terms of this Agreement and the Lease, lender shall be relieved from further liability under this Agreement and the Lease. If a lender finances the purchaser, assignee or transferee, said lender shall be subject to all obligations as set forth in this Agreement and the Lease. 7.8 Disposition of Insurance. Should the Collateral suffer any loss which is covered by casualty insurance, and the insurance proceeds are used to restore any improvements made by SOZO, City agrees that SOZO and lender shall have the right to such proceeds so long as none of the City's property, utilities or other services therein are damaged or all such damages are repaired to City's reasonable satisfaction. In the event the City's land is substantially damaged and SOZO's improvements have been repaired, City shall only participate in the insurance proceeds to the extent necessary to repair and restore City's land and any of the City's improvements on or in the ground to the same condition as existed at the time of the casualty. Other than as described herein, City shall have no claim to insurance proceeds that are attributable to SOZO's interest in the Collateral. 7.9 Right to Participate in Litigation. Lender shall have the right to participate in any litigation, arbitration or dispute directly affecting the Collateral or interest of SOZO or lender therein, including, without limitation, any suit, action, arbitration proceeding, condemnation proceeding or insurance claim. City, upon instituting or receiving notice of any such litigation, arbitration or dispute will promptly notify lender of the same. 7.10 Right to Remove Collateral. In the event lender exercises its rights under its Collateral, as provided in this Agreement, and realizes upon the Collateral, City agrees that lender is entitled to remove the Collateral, including but not limited to building facility, furniture, movable trade fixtures and equipment, from the Yakima Sports Complex at any reasonable time and that the Collateral shall remain personal property even though the trade fixtures may be affixed to or placed upon the Yakima Sports Park. In the event lender so realizes on its Collateral, City waives any right, title, claim, lien or interest in the Collateral. 7.12 Notices. All notices, copies of notices, demands, consents or other communications to lender given under this Agreement to lender must be in writing and shall be effective when received by personal delivery or as of the third business day after mailing by United States mail, postage prepaid, return receipt requested, or upon the next business day if delivered by Federal Express or similar next business -day delivery system. Such communications shall be given to an officer of lender Agreement Between City of Yakima and -20- SOZO Sports of Central Washington in a manner recognized by law as legal notification, addressed to lender at an address as provided by lender. ARTICLE 8 TERMINATION 8.1 Obligation to Perform. Nothing herein shall imply any duty upon City to do any work, which under any provision of this Agreement SOZO may be required to perform, and the performance thereof by City shall not constitute a waiver or SOZO's default in performance of the terms of this Agreement. 8.1.2 Payments to Other Parties. Except as otherwise expressly provided hereunder, all obligations of SOZO under this Agreement or the Lease will be performed by SOZO at SOZO's sole cost and expense. If SOZO fails to pay any sum of money owed to any party other than City for which SOZO is liable hereunder, or if SOZO fails to perform any other act on its part to be performed hereunder, and such failure continues for ten days after written notice thereof by City, City may, without waiving or releasing SOZO from its obligations, make any such payment or perform any such other act to be made or performed by SOZO. SOZO shall pay City, on demand, all sums so paid by City and all necessary incidental costs, together with interest accruing thereon at the lesser of one percent (1%) per month, or the maximum rate permissible by law from the date of such payment by City. 8.2 Default. 8.2.1 City's Default. City will not be in default unless City fails to perform an obligation required under this Agreement or the Lease within sixty (60) days after notice by SOZO, which notice must specify the alleged breach; provided that if the nature of City's obligation is such that more than sixty (60) days are reasonably required for cure, then City will not be in default if City commences to cure within sixty (60) days of SOZO's notice and thereafter diligently pursues completion and completes performance within a reasonable time. 8.2.2 SOZO's Default. The occurrence of any one or more of the following events constitutes a default under this Agreement and the Lease by SOZO: (1) SOZO shall be in default of the performance of any covenants, conditions, or provisions of this Agreement, other than the covenants for the payment of consideration required by this Agreement or the Lease, where such failure continues for a period of sixty (60) days after written notice by City provided that if the nature of SOZO's obligations is such that more than sixty (60) days are reasonably required for cure, SOZO will not be in default if SOZO commences to cure within sixty (60) days of City's notice and Agreement Between City of Yakima and -21- SOZO Sports of Central Washington thereafter diligently pursues completion and completes performance within a reasonable time; or (2) SOZO shall be adjudged a bankrupt, make a general assignment for the benefit of creditors, or take the benefit of any insolvency act, or if a permanent receiver and trustee in bankruptcy shall be appointed for SOZO's estate and such appointment is not vacated within sixty (60) days; or (3) SOZO Sports Campus becomes vacant or deserted for a period of sixty (60) days; or (4) if this Agreement or the Lease shall be assigned, or any portion of the Yakima Sports Complex be sublet other than in accordance with the terms of this Agreement or the Lease and such default is not cured within thirty (30) days after written notice to SOZO; or (5) SOZO shall fail to make any payment when due, or fail to make any other payment required hereunder or by the Lease when due, when that failure is not cured within thirty (30) days after mailing written notice thereof by City. 8.2.3 Default for Other Cause. This Agreement and the Lease may be immediately terminated for other cause by a party if the other party substantially fails to perform its obligations under this Agreement or the Lease, through no fault of the terminating party, and the non-performing party does not commence correction of the failure of performance within sixty (60) days of the terminating party's sending notice of the default to the non-performing party. 8.3 Remedies are Cumulative. Remedies under this Agreement and the Lease are cumulative; the failure to exercise on any occasion any right provided by this Agreement or the Lease shall not operate to forfeit such remedy or right. 8.4 Destruction of Premises and Use of Insurance Proceeds. 8.4.1 Unless otherwise mutually agreed by the Parties, in the event the Yakima Sports Complex is destroyed or damaged by fire or other casualty, then SOZO shall proceed to rebuild and restore the Yakima Sports Complex, or such part thereof as may be damaged as aforesaid. In the event of any loss covered by the insurance policies described and required pursuant to Article 9.5.1 herein, and unless this Agreement or the Lease shall be terminated as a result of said loss, as provided herein, then the proceeds of such insurance policies shall be applied by SOZO first to rebuild and restore the Yakima Sports Complex and replace the improvements, fixtures, and equipment, which may be damaged or destroyed by such casualty. 8.4.2 Notwithstanding the forgoing, in the event the Yakima Sports Complex is destroyed by fire or other casualty SOZO may elect to restore the Yakima Sports Complex to a condition equivalent to or better as existed as of the date of the casualty, and terminate the Agreement and Lease without further obligation except as otherwise provided in this Agreement and the Lease. Agreement Between City of Yakima and -22- SOZO Sports of Central Washington 8.5 Duties Upon Termination. Upon termination of this Agreement and the Lease, and unless otherwise arranged in writing by the Parties, SOZO shall remove all its personal property, goods, and effects from the Yakima Sports Park. In the event that SOZO fails to perform this duty at termination, the City may cause such removal to be made and said personal property, goods, and effects to be stored, the actual cost and expense to be paid by SOZO. It is mutually understood and agreed that all improvements to the Yakima Sports Park shall revert to the City at the termination of this Agreement. 8.6 Eminent Domain. The following rules shall govern the rights and duties of the Parties in the event of interference with SOZO's use or possession of SOZO's privately owned portions of the Yakima Sports Complex as a result of the exercise of eminent domain or private purchase in lieu thereof. 8.6.1 Rights of Termination. If the whole of SOZO's privately owned portions of the Yakima Sports Complex shall be taken for any public or quasi -public use under any statute or by right of eminent domain, or by private purchase in lieu thereof, then this Agreement and the Lease shall automatically terminate as of the date that title shall be taken. If more than twenty-five percent (25%) of the privately owned portion of the Yakima Sports Complex shall be so taken and if the taking renders the remainder thereof unusable for the purposes for which the Yakima Sports Complex was intended in accord with this Agreement, then City and SOZO shall each have the right to terminate this Agreement and the Lease on thirty (30) days notice to the other given within ninety (90) days after the date of such taking. Provided, however, that if the City is exercising its rights of eminent domain, a fair value shall be placed on this Agreement and SOZO's leasehold interest and the SOZO Sports Campus with the compensation thereof awarded solely to SOZO, or lender pursuant to its security interest, if any. 8.6.2 Non -Termination. If any part of the privately owned portion of the Yakima Sports Complex shall be so taken and this Agreement and Lease are not terminated, then the City shall, at its own cost and expense, restore the remaining portion of the Yakima Sports Complex to the extent necessary to render it reasonably suitable for the purposes for which it was intended in accordance with this Agreement. 8.6.3 Compensation. The compensation awarded or paid upon such a total or partial taking of the privately owned portion of the Yakima Sports Complex and/or this Agreement and the Lease shall belong to and be apportioned between the City and SOZO in accordance with their respective interests under Agreement Between City of Yakima and -23- SOZO Sports of Central Washington this Agreement and the Lease as determined by a court of competent jurisdiction. Additionally, SOZO may prosecute any claim directly against the condemning authority for the costs of removal of the goodwill, stock, trade fixtures, furniture and other personal property belonging to SOZO. City shall have no claim to condemnation proceeds that are attributable to SOZO's interest in the Collateral, including the Lease, nor shall lender have any interest in City's condemnation proceeds, if any. ARTICLE 9 GENERAL CONDITIONS 9.1 Relationship to Parties. 9.1.1 Independent Status. The Parties intend that an independent relationship shall be created by this Agreement and the Lease. Nothing contained herein shall create the relationship of principal and agent or of partnership or of joint venture between the parties hereto, and neither the method of computation of consideration nor any other provision contained herein shall be deemed to create any relationship between the Parties thereto other than the relationship of City as granting a ground lease to SOZO for which the City contributes investment capital for development of soccer playing fields. SOZO has the experience, ability, and resources to develop and operate the Yakima Sports Complex and is performing independent functions and responsibilities within its field of expertise. SOZO, its personnel and agents are independent contractors and not employees of the City. No agent, employee, servant, or representative of SOZO shall be deemed to be an employee, agent, servant or representative of the City. SOZO and its personnel have no authority to bind the City or to control the City's employees. As an independent contractor, SOZO is responsible for its own management. The City's administration and enforcement of this Agreement and the Lease shall not be deemed an exercise of managerial control over SOZO or its personnel. 9.1.2 No Third Party Rights Created. It is mutually understood and agreed that this Agreement and the intended Lease are solely for the benefit of the Parties hereto and gives no right to any other party except as provided by Article 7 herein. 9.2 Notices. Except as otherwise stated in Article 7, any notice required or permitted hereunder must be in writing and will be effective upon the earlier of (1) personal delivery, (2) three days after being mailed by certified mail, postage prepaid, return receipt requested, or (3) upon the next business day if delivered by Federal Express or similar next business day delivery system, addressed to SOZO or to City at the address for that party designated herein. Either party may specify a different address for notice purposes by written notice to the other, except that City may in any Agreement Between City of Yakima and -24- SOZO Sports of Central Washington event use the SOZO Sports Campus as SOZO's address for notice purposes. All notices shall be delivered to the following addresses: TO CITY: TO SOZO: 9.3 Reports and Information. Tony R. O'Rourke, City Manager City of Yakima 129 North Second Street Yakima, WA 98901 SOZO Sports of Central Washington, Inc. P.O. Box 48299 Yakima, WA 98908 When requested by the City, SOZO shall furnish periodic reports and documents on non - confidential matters covered by this Agreement and the Lease. The reports and documents shall be furnished in the time and form reasonably requested. SOZO shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) for non-profit entities. 9.4 Permits, Licenses, Taxes and Fees. 9.4.1 Permits, Licenses and Other Documents. SOZO shall possess a current Yakima Business License and shall obtain all regulatory licenses and permits, including all construction and building permits, necessary to fulfill SOZO's obligations under this Agreement and the Lease at SOZO's sole expense. Each party agrees to execute such additional or other documents as may be required to fully implement the intent of this Agreement and the Lease. 9.4.2 Taxes and Fees. As an independent contractor, SOZO shall be solely responsible for its taxes, fees and charges incurred, including but not limited to license fees, business and occupation taxes, workers' compensation and unemployment benefits, its federal, state, regional, county and local taxes and fees, including income taxes, property taxes, permit fees, operating fees, surcharges of any kind that apply to any and all persons, facilities, property, income, equipment, materials, supplies or activities arising from SOZO's property ownership and operations under this Agreement and the Lease. 9.4.3 Leasehold Excise. City shall be responsible for payment of leasehold excise tax, if any, under this Agreement and the Lease. Agreement Between City of Yakima and -25- SOZO Sports of Central Washington 9.4.4 Admissions Tax. The City acknowledges that SOZO, as a non-profit entity, is not subject to the City's admissions tax. In the event the City's admissions tax is made applicable to non-profit entities, including SOZO, all amounts collected and paid by SOZO to City as admissions taxes shall be a credit against (i.e., deducted from) amounts otherwise payable by SOZO to City under this Agreement and the Lease. 9.5 Insurance. 9.5.1 Fire and Casualty Insurance. SOZO agrees that, at all times during the full term of this Agreement and the Lease, SOZO shall, at is sole cost and expense, maintain in full force and effect adequate fire, flood and other casualty coverage covering the Yakima Sports Complex and its contents, including all personal property, fixtures and improvements. Such policy shall include a replacement cost endorsement. SOZO shall obtain and file with the City's Risk Manager a Certificate of Insurance evidencing such coverage. SOZO shall provide the City with a thirty (30) day cancellation notice prior to any policy cancellation. Adequacy of coverage is defined as insurance sufficient to restore the Yakima Sports Complex to its pre -casualty condition. 9.5.2 Liability Insurance During Term of Lease. Prior to the Effective Date of the Lease, SOZO, at its own expense, shall obtain and file with the City's Risk Manager a Certificate of Insurance evidencing commercial general liability insurance coverage ("CGL") providing coverage of at least $2,000,000 per occurrence and $2,000,000 general aggregate. This Certificate of Insurance shall be subject to approval by the City's Risk Manager as to company, terms and coverage and said approval shall not be unreasonably withheld. The CGL shall name the City, its elected officials, officers, agents, employees, and volunteers as additional named insureds and must fully protect the City from any and all claims and risks and losses in connection with any activities or omissions by SOZO by virtue of this Agreement and the Lease. The CGL policy shall remain in full force and effect at SOZO's sole expense for liability for property damage or personal injury that may occur in connection with activities or omissions by SOZO, and provide continuous coverage for the full term of this Agreement and the Lease. SOZO shall insure that the City's Risk Manager is given thirty (30) calendar days prior written notice, by certified mail, of any cancellation, lapse, reduction or modification of such insurance. 9.5.3 Release and Waiver of Subrogation. Any policy of insurance carried by either City or SOZO pursuant to any obligation under this Agreement or the Lease shall, to the extent available, contain a waiver of subrogation clause on the part of the insurer. Such waiver shall apply to damages to adjacent property owned by either Party. Notwithstanding any other provision of this Agreement or the Lease, neither City nor Agreement Between City of Yakima and -26- SOZO Sports of Central Washington SOZO shall be liable to the other party or to any insurance company (by subrogation or otherwise) insuring the other party for an loss or damage to any building, structure or tangible personal property of the other occurring in or about the Yakima Sports Complex, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if such loss or damage is covered by property insurance issued by an insurance carrier authorized or licensed by the Insurance Commissioner of the State of Washington to issue lines of insurance benefiting the party suffering such loss or damage or was required under the terms of this Agreement or the Lease to be covered by insurance by the party covering the loss. 9.6 Hold Harmless, Indenmification, and Industrial Insurance. 9.6.1 Hold Harmless and Indemnification. Each Party hereto agrees to be responsible for and assumes liability for its own wrongful or negligent acts or omissions, or those of its elected officials, officers, agents, volunteers or employees to the fullest extent required by law. Each Party agrees to save, indemnify, defend, or hold the other Party harmless against all liability, loss, damages and expenses, including costs and reasonable attorney's fees, resulting from actions, claims and lawsuits arising or alleged to have arisen in whole or in part, out of or in consequence of the acts or failures to act by the other Party, its elected officials, officers, employees, subcontractors, agents, volunteers or its assigns, which arise in any way out of the performance of this Agreement or the Lease. In the case of negligence of both the City and SOZO, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party, and each party shall have the right to seek contribution from the other Party in proportion to the percentage of negligence attributable to the other Party. 9.6.2 Industrial Insurance. The Parties have specifically negotiated SOZO's waiver of its immunity under Title 51 RCW, which is hereby waived for purposes of SOZO's indemnification and hold harmless of the City, including the duty to defend. This provision shall be inapplicable to the extent such action, claim, or lawsuit is judicially found to arise solely from the acts or failures to act by the City. 9.7 Successors and Assigns. 9.7.1 The City and SOZO each agree to be bound to the other party in respect to all covenants, agreements, and obligations contained in this Agreement and the Lease. In recognition of SOZO's expertise and experience in soccer facility management, SOZO may not assign its rights under this Agreement nor the Lease without City's prior written consent to said assignment, which consent may be withheld in the City's sole and absolute discretion, specifically recognizing and accepting, nonetheless, the intent of the Parties to permit SOZO to convey a portion of the Bohannon parcel to Cleat City, LLC, and to lease it back after construction of improvements, without need for further consent by the City. Except as provided in Article 7 and Section 9.7.2 herein, neither party shall assign the Agreement in part or as a whole, without the Agreement Between City of Yakima and -27- SOZO Sports of Central Washington written consent of the other. Except as provided in Article 4.8 herein, SOZO shall not sublease any of the Yakima Sports Park, without written notice to and approval from the City. 9.7.2 The City acknowledges that SOZO is authorized under this Agreement and the Lease, without further City approval, to enter into space leases, rental agreements, and/or grant sub - concessions within the Yakima Sports Park for individual facility operations, food and beverage services; athletic equipment operation, sales and service; and similar supporting entities consistent with Section 4.12.1. 9.7.3 When requested, City's approval of a subcontract or sublease shall not be unreasonably withheld or delayed. 9.7.4 In the event of an assignment, subcontracting, or delegation of duties, SOZO shall remain solely responsible for the full and faithful performance of all terms and conditions of SOZO's responsibilities under this Agreement and the Lease; any assignee, subcontractor or other obligor shall also become responsible to the City for the satisfactory performance of the services, facilities, or equipment assumed. The City may condition approval of subcontractors and assignees upon the delivery by the assignee, subcontractor, or other obligor of its covenant to the City to fully and faithfully complete the requirements or responsibility undertaken under this Agreement and/or the Lease. 9.7.5 Notwithstanding the foregoing, provided SOZO is not in default, SOZO may assign its interest in this Agreement and/or the Lease to a parent, affiliate or subsidiary with City's written consent, which consent will not be unreasonably withheld or delayed. Except as otherwise provided herein, all of the covenants, conditions, and provisions of this Agreement are binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and assigns. 9.8 Bankruptcy. Except as provided in Article 7 herein, Parties agree that if SOZO is adjudged bankrupt, either voluntarily or involuntarily, then this Agreement and the Lease, at the option of the City may be terminated if the bankruptcy is not timely cured in accordance with Section 8.2.2. 9.9 Compliance with Laws. SOZO, its officers, employees, and agents shall comply with the applicable federal, state, county and local laws, statutes, rules, regulations, and ordinances, in performing its obligations under this Agreement and the Lease. Such compliance shall include abiding by all applicable federal, state and local policies to ensure equal employment opportunity based on ability and fitness to all persons regardless of race, creed, color, national origin, religion, sex, physical handicaps, or age. SOZO shall comply with applicable laws pertaining to employment practices and employee treatment. Conditions of the Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA), and standards and regulations issued under these Acts must be complied. SOZO agrees to indemnify and hold harmless the Agreement Between City of Yakima and -28- SOZO Sports of Central Washington City from all damages assessed for SOZO's failure to comply with the Acts and Standards issued thereunder. SOZO is also responsible for meeting all pertinent local, state and federal health and environmental regulations and standards applying to any operation in the performance of this Agreement and the Lease. 9.10 Nondiscrimination. Parties shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except for employment actions based on bona fide occupational qualification. 9.11 Choice of Law and Venue. This Agreement and the Lease shall be interpreted according to the laws of the State of Washington. Any action necessary to enforce the terms of this Agreement and the Lease or to resolve disputes arising out of this Agreement or the Lease shall be brought in a court of competent jurisdiction in Yakima County, Washington. 9.12 Costs and Attorney's Fees. In any action brought to enforce any provision of this Agreement or the Lease, including actions to recover sums due or for the breach of any covenant or condition of this Agreement or the Lease, or for the restitution of the Yakima Sports Park to the City or eviction of SOZO during the term or after expiration thereof, the substantially prevailing party shall be entitled to recover from the other party all reasonable costs and reasonable attorneys' fee incurred, including the fees of accountants, appraisers, and other professionals, at trial or on appeal, and without resort to suit. 9.13 Modification. This Agreement and/or the Lease may only be modified by written instrument signed by both Parties. 9.14 Change in Law/Renegotiation. The Parties agree that changes in federal, state or local laws or regulations that materially modify the terms and conditions of the Agreement or the Lease and result in a detrimental change in circumstances or a material hardship for either Party in performing this Agreement or the Lease may be the subject of a request by a Party to renegotiate this Agreement or the Lease, or negotiate amendments thereto and the responding Party agrees to renegotiate fairly with the requesting Party. Agreement Between City of Yakima and -29- SOZO Sports of Central Washington 9.15 Force Majeure. Provided that all other requirements of this Agreement and the Lease are met, either Party shall not be deemed to be in default and shall not be liable for failure to perform under this Agreement nor the Lease if that Party's performance is prevented or delayed by acts of God including but not limited to landslides, lightning, forest fires, storms, floods, freezing, earthquakes, volcanic ash, civil disturbances, strikes or labor interference, acts of the public enemy, wars, blockades, public riots, breakage, explosions, accident to machinery, equipment or materials, unavailability of required materials, governmental restraint or other causes, whether of the kind enumerated or otherwise, which are not reasonably within the control of that obligated Party ("Force Majeure"). If as a result of a Force Majeure event, an obligated Party is unable wholly or partially to meet its obligations under this Agreement or the Lease, it shall give the other Party promptly written notice of the Force Majeure event, describing it in reasonable detail. The obligated Party's obligations under this Agreement and/or the Lease shall be suspended, but only with respect to the particular component of obligations affected by the Force Majeure and only for the period during which the Force Majeure exists. 9.16 Waiver. Failure to enforce any provision of this Agreement or the Lease shall not be deemed a waiver of that provision. No waiver of any right or obligation of either party hereto shall be effective unless in writing, specifying such waiver, executed by the Party against whom such waiver is sought to be enforced. Waiver of any right or power arising out of this Agreement or the Lease shall not be deemed waiver of any other right or power. 9.17 Illegal Provisions — Severability. Should any part of this Agreement or the Lease be found void, illegal or unenforceable the offending provision(s) shall be stricken and the balance of the Agreement or the Lease shall remain in full force and effect. 9.18 Article Headings, Gender and Number. Article paragraph headings are not to be construed as binding provisions of this Agreement; they are of the convenience of the Parties only. The masculine, feminine, singular and plural of any word or words shall be deemed to include and refer to the gender and number appropriate in the context. 9.19 Entire Agreement. This Agreement, the intended Lease and their Exhibits constitute the entire agreement between the Parties, and the parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. Agreement Between City of Yakima and -30- SOZO Sports of Central Washington 9.20 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.21 Recording. Upon the execution of this Agreement the City may cause this Agreement to be recorded with the land use records of Yakima County, Washington. Agreement Between City of Yakima and -31- SOZO Sports of Central Washington IN WITNESS WHEREOF, this Agreement has been entered into between the City of Yakima and SOZO Sports of Central Washington as of this day of April, 2015. CITY OF YAKIMA A Washington Municipal Corporation SOZO SPORTS OF CENTRAL WASHINGTON, INC. A Not -for -Profit Washington Corporation By By Tony O'Rourke, City Manager Date: Date: APPROVED AS TO FORM: By Jeff Cutter, City Attorney ATTEST: By Sonya Claar-Tee, City Clerk City Contract No.: Resolution No.: Exhibit A — Legal Description of Yakima Sports Complex Exhibit B — Preliminary Building and Site Plans Exhibit C — SOZO Sports Campus Agreement Between City of Yakima and -32- SOZO Sports of Central Washington Sozo Wahingtonorts of Central Dr. Lloyd Butler Kerry Martin Bob McAllister Distributed at th Meeting 1--1-1 S 1 Jason Bakker Jenna Stratton Jenn Trammell A. YAKIMA SPORTS COMPLEX Sozo Sports 58 acres — 19 fields and indoor facilities — SPORTS PARK • 14 grass fields 3.0.51 • 3 lighted, synthetic turf fields '5 — SPORTS CAMPUS • Indoor athletic center • 2 indoor synthetic turf soccer fields • 3 basketball courts • Batting cages • Concession stand • Pro Shop • Locker room facilities • Training rooms • Office space ALAAPTED L65 SOI, CAW, 1 PKIII0140 3020 CAAPIA • • • •• • • • •• • • Mil :111 M • • 641111111 ra:.540 r �r .► rtall • Alin • 10 p7-- NOW Allt. IP 1110 F:111=11 ittEr `r if Irtj ttf : •.iii r..:. i sr t r_ • 1 • • •• • H f#f -0• • • •• issiskilitte.i1 SPORTS COMP,EX i • • •1 •• i� i • • • r• • • •• i• • ar- as d 1 mop �4 • %fir 5010 SPQ TS of Yakima Sports Complex mak, Project profile March 23, 2015 comm unit %%ii/ »we Yitalware Ir SoOZ0� SPwaORTS Yakima Sports Complex Project profile March 23, 2015 —41 OfiKiff unity P oJWW g Team VitalWare SOZof O� SPwaORTS • Yakima Sports Complex Project profile March 23, 2015 Commonly norm/mg Team (011STI ViWlWdre 320 Upper Deck Observation Public Observation Areas Security Office Entry 325 �j. ,'i ski/ Proposed Facility Snack Bar i Restaurant Locker Rooms Observation deck for Fields Staff Locker Room Indoor fields: Soccer Video studio Retail Shops Facility Operation Office Snack Bar & Observation Public Restrooms First Aid Center Event Planning Office Child Care Lounge Meeting Rooms Equipment Storage Arca Full Size Basket Ball Courts ):i SOZO SPORTS Yakima Sports Complex Project profile March 23. 2015 Com.nunnr Pionnng IOon. ® *am E VhalWerr 3J 1 1�/ SOZO SPORTS Yakima Sports Complex Project profile March 23, 2015 Commun0Y Mannhp room 181 °` �YIS�A VitalWare • 1(i 044 II 1 O 4) A 1 0i hvikl # OP V dr iswar Soz� Srorts ofCentral Wa!hington