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Item 4E - Memo Item 4E IDCITY OF SOUTHLAKE MEMORANDUM June 09, 2026 TO: Alison Ortowski, City Manager FROM: David Miller, Director of Community Services SUBJECT: Approval of a Facilities Utilization Agreement with Grapevine Southlake Soccer Association Action Requested:Approval of a Facilities Utilization Agreement with Grapevine Southlake Soccer Association from July 01, 2026, to June 30, 2028 Background Information: The City coordinates with several Southlake youth athletic associations to provide youth sports programs to residents. The City Council authorizes use of all City-owned athletic fields through a Facilities Utilization Agreement (FUA). The proposed FUA with The Grapevine-Southlake Soccer Association (GSSA) is an agreement to provide athletic fields for the athletic program from July 1, 2026, to June 30, 2028. The City of Southlake currently maintains facility use partnerships with seven different athletic associations who must meet the qualifications for facility use partners as outlined in the newly updated Policy for Provision of Athletic Facilities. Specific changes to the Facility use agreements are specific to the recommendations made by the Recreation and Athletics Task Force regarding the Policy for Provision of Athletics Facilities and the City of Southlake Fee schedule and include the following: • Per player maintenance fees adjusted to new rates. • Newly amended date ranges for spring/summer and fall seasons. • Expanded language regarding Athletic Association background check responsibilities and the City's ability to audit compliance. City of Southlake Values: Integrity♦ Innovation ♦ Accountability♦ Commitment to Excellence ♦ Teamwork Alison Ortowski Meeting Date — June 16, 2026 Page 2 of 2 Financial Considerations: The Association will pay field maintenance fees of$15.00 per resident per season, to assist the city with offsetting a portion of the maintenance and operations costs. The Association will also pay field maintenance fees for 50% of non-Grapevine and non-Southlake residents at the approved $45.00 non- resident rate. Strategic Link: This item is linked to the City's Strategy Map related to the Focus Areas of Partnerships & Volunteerism and Performance Management & Service Delivery and meets the Corporate Objective to Collaborate with select partners to implement service solutions. Citizen Input/ Board Review: Parks & Recreation Board recommended approval (7-0) June 08, 2026 City Council consideration June 16, 2026 Legal Review: The agreement has been reviewed by the City Attorney. Alternatives: Alternatives include: ■ Approve as presented ■ Approve with input as desired ■ Decision not to approve Attachments: Proposed Facilities Utilization Agreement with GSSA Staff Recommendation: Approval of a Facilities Utilization Agreement with Grapevine Southlake Soccer Association from July 01, 2026, to June 30, 2028 City of Southlake Values: Integrity♦ Innovation ♦ Accountability♦ Commitment to Excellence ♦ Teamwork Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F Proposed Facilities Utilization Agreement with Grapevine Southlake Soccer Association CITY OF SOUTHLAKE PARKS FACILITIES UTILIZATION AGREEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § The parties to this Agreement are the City of Southlake, Texas, herein called "CITY," and Grapevine Southlake Soccer Association, herein called "ASSOCIATION." WHEREAS, the CITY owns, operates, and maintains certain athletic facilities for the recreation, use, benefit, and enjoyment of its residents and the general public; and WHEREAS, the ASSOCIATION desires to lease (or utilize) the CITY'S athletic facilities to provide a youth baseball program in accordance with the terms and conditions of this Agreement, NOW, THEREFORE, IN CONSIDERATION of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows: SECTION 1 SCOPE OF SERVICES • The ASSOCIATION agrees to provide a recreational soccer program that adheres to the City of Southlake's organizational values outlined in Section 9 of the Agreement. Lsociation's The CITY agrees to allocate the number of fields to meet the program needs for the required 2 years of the agreement through June 30, 2028. Specific field allocations will be made in accordance with the City of Southlake Policy for the Provision of Athletic Facilities, which is made a part of this Agreement by reference and identified herein as Exhibit A. SECTION 2 TERMS OF AGREEMENT • This Agreement will be effective on the date signed by the CITY'S Mayor. • The term of this Agreement shall be from July 1 , 2026, through June 30, 2028. • Soccer shall consist of the following seasons: o Spring Season (typically February - June) Page 1 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F O o Fall Season (typically August - November) The beginning of a season is the first day the ASSOCIATION utilizes the field(s) for coach meetings, tryouts, scrimmages, preseason games, games, clinics, camps, end of season recreational tournament, or other approved soccer activities for that corresponding season. The end of a season is the last day the ASSOCIATION utilizes the field(s), as described above, for that corresponding season. • The ASSOCIATION may have up to one (1) RECREATIONAL-based Tournament per season at no charge, subject to scheduling approval by the CITY and compliance with the CITY's then-current tournament requirements. The CITY will provide minimum staffing levels as determined by the CITY in accordance with its applicable tournament procedures. • If the ASSOCIATION desires additional facility usage outside of the above- listed seasons, it must rent the fields from the CITY at the City Council-approved field rental rates. • Fields not being utilized by the ASSOCIATION or the CITY will be made available for public or organized team rental use as per the Policy for the Provision of Athletic Facilities (Exhibit A). The CITY will determine available fields for rental use on a seasonal basis once Association allocation needs are met. Notwithstanding any other provision of this Agreement, the CITY may temporarily suspend, reassign, restrict, or close any field or facility at any time for maintenance, safety concerns, weather conditions, emergency response, City events, capital improvements, or other operational needs as determined by the CITY in its sole discretion. • Minor, functional, and operational amendments to this Agreement must be approved by the Director of Community Services. Except as otherwise authorized herein, any other substantive amendments to this Agreement must be approved in writing by the City Council following a recommendation by the Parks and Recreation Board. SECTION 3 USE OF PREMISES The ASSOCIATION shall not assign this Agreement, nor shall it sublease, license, rent out, or otherwise permit third-party use of any property of the CITY, without prior written consent of the CITY, which may be withheld in the CITY's sole discretion. Only the CITY may rent CITY property. All inquiries into field rentals and tournaments should be directed to the CITY; specifically, the Department of Community Services, at (817) 748-8019. Due to the necessity of inter-league play in order to complete some leagues, the ASSOCIATION shall assure that an ASSOCIATION team is scheduled for each game played on a CITY field. Page 2 mit 5 ai Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F The ASSOCIATION shall not engage in any business on premises or do anything in connection therewith which shall be in violation of this Agreement, any existing state or federal law, or CITY ordinance, or use the same in such manner as to constitute a nuisance. The concession stand at the Bob Jones Park Soccer fields shall be used in accordance with Exhibit B. SECTION 4 BACKGROUND CHECKS The ASSOCIATION acknowledges that its activities involve youth participants and agrees that participant safety is a material condition of this Agreement. The ASSOCIATION shall adopt, maintain, and enforce a written background check and child protection policy applicable to all coaches, assistant coaches, board members, officers, volunteers, contractors, employees, officials, or any other person acting on behalf of the ASSOCIATION who has, or may reasonably be expected to have, direct contact with minors, access to minors, supervisory authority over minors, or access to non-public participant information in connection with ASSOCIATION activities on CITY property or under this Agreement. At a minimum, the ASSOCIATION's background check policy shall require that each covered person successfully complete a background check before the person begins any service, activity, practice, game, tournament, clinic, camp, meeting, or other ASSOCIATION activity involving minors. The background check shall be renewed at least annually and shall include, at a minimum: (1) identity verification; (2) a national criminal history search; (3) a search of applicable state and county criminal records in jurisdictions where the person has resided, worked, or volunteered during the preceding seven (7) years, to the extent commercially available; (4) a search of the National Sex Offender Public Website; (5) a search of the Texas Department of Public Safety Sex Offender Registry; and (6) any additional screening required by the ASSOCIATION's applicable regional, state, or national sanctioning body. The ASSOCIATION shall not permit any person to serve in any covered role if that person- (1) is required to register as a sex offender in any jurisdiction; (2) has been convicted of, received deferred adjudication for, pleaded guilty or no contest to, or is currently charged with any offense involving sexual misconduct, sexual assault, child abuse, child endangerment, kidnapping, human trafficking, exploitation of a minor, indecency with a child, possession or promotion of child sexual abuse material, or any substantially similar offense under the laws of any jurisdiction; (3) has been prohibited by law, court order, parole condition, probation condition, or other governmental restriction from being in or near places where children commonly gather; or (4) otherwise presents a safety risk to youth participants, as determined by the ASSOCIATION in accordance with its policy. The ASSOCIATION's policy shall also identify additional offenses or conduct that may disqualify a person based on the nature of the offense, the age of the offense, the person's duties, the age of participants, and the safety interests of the program. The ASSOCIATION must have a method in place for its membership, parents, and the CITY to easily identify, at all times, the persons who have passed a background check and are permitted to serve in a covered role. Page 3 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F The ASSOCIATION shall immediately remove a covered person from all ASSOCIATION activities on CITY property and from all activities conducted under this Agreement if the ASSOCIATION learns that the person may be disqualified under this Section, has failed to complete a required background check, has provided false or incomplete information, or is otherwise prohibited from serving under the ASSOCIATION's policy. Removal shall remain in effect unless and until the ASSOCIATION determines, in writing, that the person is eligible to serve and the CITY has been notified of the determination. Nothing in this Section requires the CITY to approve any covered person or limits the CITY's right to prohibit or restrict any person from using CITY property when the CITY determines that such action is necessary or appropriate for public safety, participant safety, operational reasons, or compliance with this Agreement. The ASSOCIATION shall maintain complete and accurate records sufficient to demonstrate compliance with this Section, including, without limitation: (1) the ASSOCIATION's current background check and child protection policy; (2) the name and role of each covered person; (3) the date each background check was completed; (4) the vendor or source used to complete the background check; (5) the result of the background check, limited to whether the person was approved, denied, removed, or conditionally approved; (6) documentation of any renewal background check; (7) documentation of any disqualification, removal, appeal, or reinstatement decision; and (8) records of any training required by the ASSOCIATION, sanctioning body, or applicable law. The ASSOCIATION shall maintain such records for at least three (3) years after the end of the season in which the person last served, or longer if required by applicable law or the ASSOCIATION's sanctioning body. The CITY may audit the ASSOCIATION's compliance with this Section at any time upon request. The ASSOCIATION shall provide the requested records within five (5) business days after written request from the CITY, unless the CITY determines that a shorter response period is necessary due to an immediate safety concern. The CITY may require the ASSOCIATION to provide records in summary form, certification form, or through an on- site review, as determined by the CITY. To the extent possible, the ASSOCIATION shall not provide full criminal history reports, dates of birth, social security numbers, driver's license numbers, or other sensitive personal information unless specifically requested by the CITY Attorney or otherwise required by law. The ASSOCIATION remains responsible for obtaining all required authorizations, releases, notices, and consents necessary to conduct background checks and to disclose compliance records to the CITY. The ASSOCIATION shall promptly notify the CITY if it becomes aware of any actual or alleged violation of this Section, any failure to complete a required background check, any disqualification or removal of a covered person based on safety-related concerns, or any allegation involving abuse, neglect, sexual misconduct, inappropriate contact with a minor, or conduct that may create a safety risk to minors. Nothing in this Agreement limits or modifies any person's duty to report suspected abuse or neglect as required by Texas law. Compliance with this Section is a material condition of this Agreement. Page 4 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F SECTION 5 FIELD MAINTENANCE FEES The ASSOCIATION agrees to pay the CITY a resident field maintenance fee of $15.00 per resident player per season as stated in the City of Southlake Municipal Fee Schedule, within two (2) weeks after the last regular season game to help offset the costs for lighting and maintaining the fields in playing condition. The ASSOCIATION also agrees to pay non-resident fees of $45.00 per non-resident player per season for those players who neither reside in Southlake or Grapevine. These fees will be assessed for 50% of the non-Grapevine or non-Southlake residents. The ASSOCIATION also agrees to pay for any additional field chalk and drying agent materials that the ASSOCIATION uses above and beyond what the CITY has allocated for the purchase of these materials to support the baseball program. The ASSOCIATION shall maintain complete and accurate rosters and supporting residency documentation for all participants and shall provide the same to the CITY upon request. The CITY shall have the right to verify participant counts, residency classifications, and fee calculations, and any underpayment shall be due within ten (10) business days after notice from the CITY. The parties acknowledge that FUA fees are subject to review by the CITY during each renewal cycle to ensure alignment with City Council-approved cost recovery objectives, operational considerations, and the CITY's then-current fee structure. Any adjustment to fees for a renewal term must be approved through the applicable CITY approval process. SECTION 6 INSURANCE The ASSOCIATION, at its own expense, shall obtain and keep in force during the term of this Agreement public liability insurance as will protect the ASSOCIATION and the CITY from all claims for damages to property and persons, and such insurance policy shall name the City of Southlake as an additional insured, in an amount of at least one million dollars ($1,000,000) with such policy designed to cover the cost of defense and liability for injuries suffered by spectators and competitors in the organized athletic activity. The insurance shall protect the CITY from and against all liability for claims arising out of or in connection with the ASSOCIATION's use and occupation of the premises and shall provide that such policy cannot be cancelled or terminated without thirty days' prior written notice to the CITY. All insurance shall be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in Texas, acceptable to the CITY. The type and minimum limit of liability insurance are as follows: • TYPE o Comprehensive General Public Liability Page 5 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F • MINIMUM LIMIT o $1,000,000: - Combined Single Limit Coverage For Bodily Injury and Property Damage.$1,000,000- On a Per Occurrence Basis, and Medical Payment Coverage. All insurance policies shall be subject to the examination and approval of the City Attorney for Southlake for their adequacy as to content, protection, and named insurance company. The ASSOCIATION shall furnish to the CITY certificates of such insurance and, upon request, copies of applicable endorsements, including endorsements evidencing additional insured status and waiver of subrogation, within (10) ten days of the execution of this Agreement or prior to the commencement of any activities by the ASSOCIATION at the City of Southlake Park Facilities, whichever event occurs first. The ASSOCIATION understands and agrees that it has the sole responsibility to provide this information and that failure to timely comply with the requirements under the Article shall be cause for termination of this Agreement. Insurance required by this Agreement for the CITY as additional named insured shall be primary insurance and not contribute with any other insurance available to the CITY under any third-party liability policy. The ASSOCIATION further agrees that with respect to the above required insurance, the CITY shall: • Be named as an additional insured or an insured, as its interest may appear. • Be provided with a waiver of subrogation, in its favor. ASSOCIATION shall be solely responsible for any and all damage to City property, including without limitation athletic fields, synthetic turf, natural turf, facilities, fixtures, equipment, irrigation systems, fencing, lighting, parking areas, and other improvements, caused by ASSOCIATION or its officers, employees, agents, contractors, vendors, participants, invitees, spectators, or any other person attending or participating in ASSOCIATION's activities. This responsibility includes, but is not limited to, damage resulting from any violation of City rules, field-use requirements, turf restrictions, or facility policies. ASSOCIATION shall promptly reimburse the City for all costs incurred by the City to repair, replace, clean, remediate, or restore any damaged City property, regardless of whether such damage is covered by insurance. SECTION 7 INDEMNIFICATION THE ASSOCIATION AGREES AND UNDERSTANDS THAT IT IS SPONSORING AN ATHLETIC ACTIVITY THAT HAS CERTAININHERENT DANGERS, AND THAT PERSONS PARTICIPATING IN ASSOCIATION ACTIVITIES DISCUSSED HEREIN MAY BE INJURED ON THE PREMISES. THE ASSOCIATION UNDERSTANDS THAT THE CITY WILL ATTEMPT TO PROVIDE SAFE PREMISES, BUT THAT CONDITIONS Page 6 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F MAY CHANGE OR DEVELOP WHICH CREATE UNANTICIPATED DANGERS. THE ASSOCIATION AGREES AND REPRESENTS THAT IT SHALL INSPECT THE PREMISES AT THE BEGINNING OF EACH SEASON, INCLUDING BUT NOT LIMITED TO THE PLAYING FIELDS, AND THAT THE ASSOCIATION HAS DETERMINED THAT SUCH PREMISES ARE REASONABLY SAFE FOR THE ACTIVITIES CONTEMPLATED BY THE ASSOCIATION HEREUNDER. THE ASSOCIATION FURTHER AGREES THAT AT ANY TIME ITS REPRESENTATIVES OBSERVE AN UNSAFE CONDITION ON THE PREMISES USED BY THE ASSOCIATION, INCLUDING BUT NOT LIMITED TO THE PLAYING FIELDS, THE ASSOCIATION SHALL IMMEDIATELY REPORT SUCH DANGEROUS CONDITION TO THE DIRECTOR OF COMMUNITY SERVICES OR DESIGNEE. IF THE DANGEROUS CONDITION POSES AN IMMINENT DANGER, THE ASSOCIATION SHALL IMMEDIATELY DISCONTINUE THE ACTIVITY AND USE OF THAT PORTION OF THE FACILITY. THE ASSOCIATION AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY OF SOUTHLAKE, ITS AGENTS, OFFICIALS AND EMPLOYEES FROM ANY AND ALL CLAIMS FOR BODILY INJURY, ILLNESS, DEATH, ECONOMIC LOSS, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO THE ASSOCIATION'S USE OF THE PREMISES OR THE ACTIVITIES OF THE ASSOCIATION CONTEMPLATED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY CLAIM ARISING OUT OF OR ALLEGED TO ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION COMMITTED BY ASSOCIATION OFFICIALS, PLAYERS, MEMBERS, OR OFFICERS. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO LIMIT OR WAIVE ANY GOVERNMENTAL OR SOVEREIGN IMMUNITY OF THE CITY OF SOUTHLAKE OR ANY IMMUNITY APPLICABLE TO ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, NOR SHALL IT BE CONSTRUED TO LIMIT OR WAIVE ANY INSURANCE COVERAGE OR THE CITY'S STATUS AS AN ADDITIONAL NAMED INSURED AS PROVIDED IN SECTION 5 OF THIS AGREEMENT. TO THE EXTENT THERE MAY BE A WAIVER OF IMMUNITY UNDER STATE LAW TO ENFORCE THIS AGREEMENT, THE REMEDIES AVAILABLE TO ASSOCIATION TO ENFORCE THIS AGREEMENT ARE LIMITED TO MANDAMUS OR SPECIFIC PERFORMANCE. ALL OTHER REMEDIES, INCLUDING SUITS FOR DAMAGES AND RECOVERY OF ATTORNEY'S FEES, ARE SPECIFICALLY WAIVED BY BOTH PARTIES. SECTION 7 MISCELLANEOUS EXHIBITS It is especially provided and agreed by and between the ASSOCIATION and the CITY that the exhibits referenced herein or attached hereto are incorporated into this Agreement as if set out in their entirety, said exhibits being: Page 7 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F • Exhibit "A"- Policy for the Provision of Athletic Facilities • Exhibit "B"-Concession Stand Agreement SECTION 9 TERMINATION OF AGREEMENT • CITY or ASSOCIATION shall notify the other party in writing of a breach of any term of this Agreement and allow ten (10) days to cure the breach, if the breach is curable. If the breach is not cured after the expiration of ten (10) days, then the non-breaching party may terminate this Agreement upon the expiration of 30 days from the date of the original written notice of breach without further notification to the breaching party. • In addition to any other provision or remedy of this Agreement, the CITY may keep a record of violations of any term of this Agreement, the City of Southlake Values, or any of the associated Exhibits. The failure of the City to notify ASSOCIATION of any such violation(s) shall not be deemed a waiver of any other right or remedy of the CITY. In case of three or more violations, the CITY'S Department of Community Services may schedule a meeting with ASSOCIATION to review the violations and determine whether or not the violations are curable. If the violations cannot be cured, then this Agreement may be terminated after the expiration of the then-current season. • CITY and ASSOCIATION agree that ASSOCIATION'S failure to comply with the background and child protection requirements found in Section 4 herein may, at City's sole discretion, be determined to be a non-curable breach that will entitle the CITY, at its sole discretion, to immediately terminate this Agreement. SECTION 10 CITY OF SOUTHLAKE VALUES The City of Southlake has adopted values that are the fundamental principles that guide how members of the CITY conduct themselves in pursuit of the mission and vision. All business conducted with the CITY shall adhere to the CITY's organizational values as described below: • Integrity: Being worthy of the public's trust in all things. We deal honestly and respectfully with each other and the public at all times. • Innovation: Valuing progressive thinking, creativity, flexibility and adaptability in service delivery. • Accountability: Taking personal responsibility for our actions or inaction while putting the interests of the taxpayer first. Page 8 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F • Commitment to Excellence: Behaving responsively in our delivery of service to the public. Our work is characterized by its quality and by the diligence with which it is carried out. We proactively seek to solve problems in advance. • Teamwork: Recognizing the importance of working together to meet our citizens' needs, communicating clearly, sharing resources and information freely. The values set forth in Section 9 are goals to which CITY officials, staff and employees are expected to adhere to in activities concerning this Agreement. The failure to adhere to, comply with, or take action consistent with these values should be reported to an appropriate CITY official, staff member, or employee, and such action or failure to act shall not be considered a material breach of this Agreement, but may be taken into consideration by the CITY as provided in Section 8, Paragraph 2. SECTION 11 AUDIT REQUIREMENTS The CITY may audit the ASSOCIATION's compliance with this Agreement at any time upon request. The ASSOCIATION shall provide requested records within five (5) business days after written request from the CITY, unless the CITY determines that a shorter response period is necessary due to an immediate safety concern. The CITY may require the ASSOCIATION to provide records in summary form, certification form, or through an on-site review, as determined by the CITY. SECTION 12 SUCCESSORS AND ASSIGNS CITY and ASSOCIATION each binds itself and its successors, executors, administrators and assigns to the other party of this Agreement and to the successor, executors, administrators and assigns of such other party in respect to all covenants of this Agreement. Neither CITY nor ASSOCIATION shall assign or transfer its interest herein without the prior written consent of the other. SECTION 13 APPLICABLE LAW This Agreement is entered into subject to the Charter and ordinances of CITY as they may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and Federal laws. ASSOCIATION will make any and all reports required per Federal, State or local law, including, but not limited to, proper reporting to the Internal Revenue Service, as required in accordance with ASSOCIATION'S income. The situs of this Agreement is agreed to be Tarrant County, Texas, for all purposes, including performance and execution. Page 9 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F SECTION 14 SEVERABILITY If any of the terms, provisions, covenants, conditions or any other part of this Agreement are held for any reason to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, conditions or any other part of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 15 REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted, but each shall be cumulative of every other right or remedy given hereunder. SECTION 16 ENTIRE AGREEMENT This Agreement and the Exhibits embody the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters herein, and except as otherwise provided herein, cannot be modified without the written agreement of the parties. SECTION 17 NON-WAIVER It is further agreed that one (1) or more instances of forbearance by CITY in the exercise of its rights herein shall in no way constitute a waiver thereof. No covenant or condition of this Agreement may be waived without the consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. SECTION 18 HEADINGS The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. SECTION 19 VENUE The parties to this Agreement agree and covenant that this Agreement will be enforceable in the City of Southlake, Texas, and that if legal action is necessary to enforce this Agreement, exclusive venue will lie in Tarrant County, Texas. SECTION 20 NO THIRD PARTY BENEFICIARY Page 10 Initial Docusign Envelope ID:C9D40F00-C9DF-8A7F-8145-2232A8985D4F For purposes of this Agreement, including its intended operation and effect, the parties (CITY and ASSOCIATION) specifically agree that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with CITY or ASSOCIATION or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either CITY or ASSOCIATION. SECTION 21 GOVERNMENTAL IMMUNITY ASSOCIATION understands and agrees that CITY is a Texas home-rule municipality and that by entering into this Agreement, the CITY is performing a governmental function. No term or condition of the Agreement shall be construed or interpreted as a waiver, express or implied, of any of the governmental or sovereign immunities, rights, benefits, or protections of CITY. This Agreement is made and entered into on the day of Amy Shelley, TRMC by: Shawn McCaskill City Secretary Mayor, City of Southlake Signed by: �U.S yl' �l9 E 4A AE... Approved as to form and legality President City Attorney Grapevine Southlake Soccer Association Page 11