AG 1999 11 15 - Laserfiche WebLink

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thereof. Additionally, should the Youth Association attempt to utilize the Association Property for any other purpose than that intended in the construction of the Complex, the County shall have the right to take possession of the Association Property upon proper notice to me~ers of the Youth Association's board of directors of such intent.] IV. Undertakings 9f the Board The Board hereby agrees to and authorizes the construction by both the County and also the Youth Association of those portions of the Complex which shall be located on land currently owned by the Board, subject to final approval by the board of plans for any buildings to be constructed on the Complex to insure that such buildings are consistent with the ar6hitecture of the nearby school. Once completed, the Board shall have the right to unlimited use of the Complex but hereby agrees to work with the Youth Association in facilitating their scheduling of youth league games utilizing the Complex. The Board hereby agrees to indemnify the Youth Association against liability for any accidents occurring during events held at the Complex or occurring on the Association Property except during activities sponsored by the Youth Association (an "Association Act{vity"), defined as: 1) league games sponsored by the Youth Association; 2) practices upon the playing fields of the Complex and scheduled with the Youth Association; 3) any other activity sponsored by the Youth Association of which the Youth Association has given to the Board or an authorized agent thereof at least thirty (30) days prior notice. In no case shall such indenu~ification extend to criminal misconduct or gross acts of negligence on the part of the Youth Association. V. UndertakinGs of the Youth Associatiog The Youth Association hereby agrees to direct the construction of the Complex, and agrees to approach the Board with plans for the design and construction of any buildings on the complex prior to beginning construction of the same. Additionally, the Youth Association hereby agrees to and authorizes the construction by the County of those portions of the complex which shall be located on the Association Property. At the end of the five (5) year term of this agreement, or upon the filing of a notice of satisfaction as indicated above, the Youth Association hereby agrees, in a separate document to be prepared at a later date, to transfer all rights, title and interest of the Association Property, described more particularly in Exhibit "A" attached hereto, in fee simple. V. Method of Amendment/Termination 9f Ag¥9~men~ This agreement may be amended or terminated during its term only by a vote of the majority of the members of both the respective governing boards of the County and the Board, and also by the appropriate approval of the Youth Association. VI. Warranties The Parties hereby warrant and represent that: 1) Execution of this Agreement and full performance of its obligations hereunder are fully authorized by law; and 2) Each has complied or will comply with all procedures necessary to render its execution of this Agreement and the performance of its obligations hereunder as valid, legal and binding acts of the Board, the County and the Youth Authority, respectively; and 3) D_ny and all contracts for work to be done in connection with the construction of the Complex which may be entered into by the County or the Board will be performed in accordance with the laws and regulation to which the County and the Board are subject; and 4) The construction of any buildings associated with the Complex shall be consistent, as shall be defined by the prior approval of the Board, with the architecture of the nearby school. VI. Miscellaneous The Parties further say that: I) No failure or delays in exercising any rights hereunder on the part Of any party shall operate as a waiver thereof, nor shall any single or partial exercise by any party of any right hereunder preclude any other further exercise thereof of any other rights; 2) All representations and warranties made herein shall survive the making of any payment or payments pursuant hereto; 3) Except as modified by separate written agreement of the Parties as allowed herein, and/or termination as provided herein, this Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and assigns.