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HomeMy WebLinkAboutOrdinance No. 16,480 (Item 6.e.)ORDINANCE NO. 16,480 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A JENKINS PARK FACILITY USE AND LEASE AGREEMENT WITH BAYTOWN BASEBALL, LLC; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to the Jenkins Park Facility Use and Lease Agreement with Baytown Baseball, LLC. A copy of the agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative jyote of�e City C�uncil of the City of Baytown this the 28th day of May, 2026. 117 / I APPROVED AS TO FORM: RISTIN HOLMES, Assistant City Attorney R: Ordinances and Resolutions Ordinance Drafts 2026-05-28 Ord -Authorizing Lease Agreement with Baytown Baseball.kh.docx EXHIBIT "A" JENKINS PARK FACILITY USE AND LEASE AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS AND BAYTOWN BASEBALL, LLC This Facility Lease and User Agreement ("Agreement") is made by and between the City of Baytown, a Texas home -rule municipal corporation ("City") and Baytown Baseball, LLC, a Texas Association ("Association"), collectively referred to as "Parties." The Effective Date of this agreement shall be the date of the last signature below. RECITALS WHEREAS, the City owns Jenkins Park, located at 4334 Crosby Cedar Bayou Road Baytown, Texas in the City of Baytown, Texas; and WHEREAS, the City desires that the baseball fields at Jenkins Park be put to the best use in order to benefit the citizens of Baytown, Texas; and WHEREAS, the Association is a Collegiate summer baseball league; and WHEREAS, the Association desires to lease from City Colt Baseball Fields at Jenkins Park and use of the facilities located therein; and WHEREAS, City determines that it is in the best interest of its citizens and patrons of Jenkins Park to enter into this Agreement to set forth the terms and conditions for use of Jenkins Park; and NOW, THEREFORE, for the reasons stated in the Recitals and in consideration of the mutual covenants herein, City and Association agree as follows: ARTICLE I. LEASED PREMISES 1.1 City leases to Association the use of Colt Field at Jenkins Park, property located at 4334 Crosby Cedar Bayou Road Baytown, Texas, together with all improvements and fixtures, including but not limited to the grounds, dugouts, outbuildings, maintenance sheds, bleachers, reasonable parking and concession stand, as more particularly described in the attached Exhibit "A" ("Leased Premises") for the term and use as set forth herein. 1.2 Association leases and accepts the Leased Premises in their current condition as they now exist and agrees to surrender the Leased Premises at the end of the term of this Agreement clean and free of hash and in the same condition and free of all claims, allowing for reasonable wear and tear. 1.3 Association acknowledges and agrees that neither City nor any affiliate or related party of City makes or has made any warranty or representation, express or implied, and City hereby disclaims and Association waives any warranty or 1 Revised 5/20/2026 representation, express or implied, concerning the physical condition of the Leased Premises or the suitability of Leased Premises or fitness for a particular purpose as to any uses or activities that Association may make thereof or conduct thereon at any time during the Term. Association's acceptance of Leased Premises will be strictly on an "AS IS, WHERE IS" basis. ARTICLE II. TERM AND TERMINATION 2.1 Term. The term of this Agreement shall be for three (3) years ("Term"). The Term begins on June 1, 2026 ("Effective Date") and ends on August 31, 2029, unless terminated sooner as provided in this Agreement. During each year of the Term, the lease shall be active and grant Association the rights set forth herein solely from June 1 st through August 31st (each such period, a "Lease Period"). 2.2 Renewal Periods. (a) Association shall have the option to extend the Agreement for two (2) consecutive additional periods of one (1) year each (each option is referred to as "Renewal Option" and each such period is referred to as "Renewal Option Period"), as mutual agreed in writing between the Parties. Each Renewal Option Period shall commence at 12:00 a.m. on the day immediately following the expiration of the Term or previous Renewal Option Period, as applicable. In no event shall a Renewal Option Period extend the Agreement beyond five (5) years from Commencement Date. (b) Association's ability to exercise each Renewal Option shall be subject to Association delivering to City a written request to discuss the terms and conditions of the Agreement for the upcoming Renewal Option Period on or before ninety (90) days prior to the expiration of the Term or sixty (60) days prior to the expiration of previous Renewal Option Period. After the exercise of a Renewal Option, City and Association shall enter into good faith negotiations to determine terms for the Renewal Option Period. In the event that Association does not timely provide notice of its request to exercise a Renewal Option, or in the event that Association provides such notice, but the Parties fail to agree upon the terms of a renewal on or before the then current Term or Renewal Option Period expiration date, as applicable, then City shall be flee to negotiate with, make offers to, entertain offers from, have discussions and communications with and enter into any agreement with any individual, entity, or organization regarding Leased Premises. In the event that Association is in default under the provisions of the Agreement, then Association shall not be entitled to exercise its Renewal Option. 2.3 Holdover. If Association holds over and continues in possession of Leased Premises after the Term expires, other than as provided in Section 2.2, Association will be considered to 2 Revised 5/20/2026 be occupying the Leased Premises as a tenant at sufferance and will be subject to, at City's option, immediate eviction and removal. Association will be subject to all the conditions, provisions, and obligations of this Agreement insofar as the conditions, provisions, and obligations are applicable to a month -to -month tenancy. 2.4 Termination. In addition to any other remedies that may be specified herein, Association's failure to comply with this Agreement is grounds for termination of this Agreement by City if Association continues not to comply with the Agreement after City provides written notice to Association of the breach and a reasonable opportunity to cure. ARTICLE III. RENT AND PAYMENT OBLIGATIONS 3.1 Rent. In consideration of the use and occupancy of Leased Premises by Association, beginning on Effective Date and during each year of the Term thereafter, Association shall pay City TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) per Lease Period ("Rent"). 3.2 Payment of Rent. Rent shall be due and payable annually in advance on January I" without notice, demand, set off, or counterclaim. However, during the first year of the term, the initial rent payment shall be due upon execution of this lease agreement and prior to any use of the Lease Premises by the Association. 3.3 Deposit. In addition to Rent, the Association shall pay the City a deposit of ONE THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($1,600.00) annually. Such deposit shall cover annual incidentals incurred by the City if the Association does not properly maintain the fields and surrounding areas as determined in the sole discretion of the Director of the Parks, Recreation and Tourism Department. The City shall draw down the deposit for maintenance issues at the field that the City undertakes as a result of the Association's failure to do so. Such maintenance issues, which may be performed by the City and for which the City may draw on the Association's deposit, include, but are not limited to, the following: 1. Pre -season field preparation of infield, which shall include, but not be Iimited to, removing grass from the infield, cleaning dugouts; 2. Addition of infield dirt (upon the prior approval by the Director); 3. Watering infield; 4. Dragging infield; 5. Marking field on game days and practices if necessary; 6. Filling holes around bases prior to play; 7. Working field on / after rain days to make playable (Only designated members of the Association may operate heavy machinery such as a dragger); 8. Cleaning all concession stand(s) and restrooms; 9. Picking up trash at the fields, including, but not limited to, the spectator 3 Revised 5/20/2026 areas and parking lots; and 10. Emptying the trash cans immediately following an event. The City shall notify the Association in writing if it draws down its deposit, and the Association shall be required within thirty (30) days of such notice to remit payment to the City equal to the amount drawn by the City for maintenance issues. Should the deposit be insufficient to cover the work performed by the City for maintenance issues, the Association understands and agrees that it must reimburse the City for such expenses within thirty (30) days of receipt of an invoice therefor. If such payment is not timely paid, the Association forfeits its right to use the fields, and the City shall have first priority use thereof. If an invoice is not timely paid, the amount due and owing will accrue interest pursuant to Section 2251.025 of the Texas Government Code. Within thirty (30) days of the expiration or termination of this Contract, any deposit held by the City shall be refunded to the Association unless the Association directs otherwise. Nothing contained in this Item shall be construed to relieve the Association of its obligation to maintain the fields. Failure to maintain the fields and the surrounding area is an event of default for which the CITY may terminate this Contract. 3.4 Additional Expenses. Association shall be responsible for any and all reasonable expenses incurred by City in support of or as a result of the Association's lease and use of the Leased Property ("Additional Expenses") provided Association has been notified in writing in advance of an estimate of the Additional Expenses. Association shall remit payment for all Additional Expenses within thirty (30) days of receipt of an invoice from City. 3.5 Food and Beverage Sales. Subject to section 4.3 of this Agreement, Association shall have the exclusive right to control all food sales at the Leased Property during Association games and events, and shall have the ability to utilize concession facilities therein. All proceeds from concession sales will be used for the operation of the Association. 3.6 Souvenir and Merchandise Sales. Subject to Section 4.5 of this Agreement, Association shall the right to sale souvenirs and merchandise at the Leased Property during Association games and events. All proceeds from such sales will be used for the operation of the Association. 3.7 Utilities. City shall pay the cost for all utilities consumed or provided to Leased Premises, including water, gas, heat, light, power, sewer, and trash collection. The Parties shall use reasonable efforts to avoid waste in the use of utilities. 3.8 Gate Revenue. Association shall have the exclusive right to all gate receipts, and other revenue generated as a result of any Activity, as Activity is defined in Section 4.1 below, unless otherwise agreed to by the Parties. 4 Revised 5/20/2026 3.9 No City Obligations. Except for costs that City has specifically agreed to pay pursuant to the express terms of this Agreement, City shall not be required to make any expenditure, incur any obligation, or incur any liability of any kind whatsoever in connection with this Agreement. ARTICLE IV. USE OF LEASED PROPERTY (USER AGREEMENT) 4.1 Permitted Uses. This Agreement permits Association the non-exclusive, but priority, right to use the Leased Property for any and all activities (each an "Activity") during each Lease Period; provided, however, that Association shall have the ability to play at least twenty (20) regular season games during the Term. City will make all reasonable efforts to accommodate playoff games if Association's team qualifies for playoffs. Activities other than regular season games, playoff games, associated practices, or other baseball related events, require written approval by the City thirty (30) days in advance of such Activity. Association shall be responsible, at its sole expense, for all costs associated with conducting each Activity at and upon the Leased Property. Association shall coordinate with City on use of the Leased Property by City should City wish to hold an Activity on the Leased Property during the Lease Period. 4.2 Schedule. The Association shall provide to City a schedule indicating the dates and times when the Leased Premises will be used for each game, each practice, and each tournament, or other baseball related event for the upcoming season (`the Schedule"). The schedule shall be provided to the City no later than three (3) weeks prior to the first scheduled game for each season of the term of this Agreement. Association's permitted uses of the Leased Premises shall be limited to those times set forth in the schedule. Aside from those times detailed in the schedule, the City, as the owner of Leased Premises, shall have the exclusive right to use the Leased Premises during times when the Association has no user rights thereto. 4.3 Concessions. Association shall have the exclusive right to sell food and beverage concessions at the Leased Property during Association's games and events, and shall have the ability to utilize concession facilities therein. If there is another tenant that uses the concession stand on other days, Association, City, and such will make all reasonable efforts to section off inventory so there is no confusion. Prior to the sale of any food, beverage, or other item to be sold by the Association, the Parks, Recreation and Tourism Department of the City of Baytown must approve in writing such food and beverage items. 5 Revised 5/20/2026 All concession stands must comply with the City's Health Department standards and state law, including obtaining proper permits, proper equipment, and all other related inspection materials. 4.4 Consumption of Alcohol on Leased Property. Prior to any sales of alcoholic beverages on the premises, the Association must meet all required Texas Alcoholic Beverage Commission ("TABC"), City of Baytown, and Director licenses, permits, and policies to be the sole seller of alcohol on the premises, third party alcohol sales are prohibited. The City shall take reasonable steps to assist Association in obtaining all necessary permits for the sale and consumption of beer and wine on the Leased Property by invitees and licensees of Association, provided such sale and consumption is contained to the Leased Property. Association shall be responsible for following all state and local laws and assumes all responsibility for obtaining permits and any associated liability. 4.5 Souvenir and Merchandise Sales. Association shall have the right, subject to the terms and conditions of this lease, to sell souvenirs, apparel, memorabilia merchandise, and related retail items (collectively "Merchandise") during Association games and events. All Merchandise shall be of professional quality and Association shall comply with all applicable federal, state and local laws, ordinances, regulations, licensing requirements, tax obligations and health and safety standards relating to the sale of Merchandise. Merchandise sales shall be conducted solely within the Leased Premises at locations designated in attached Exhibit A and shall not obstruct or block entrances, exits, or common areas. No signage or displays shall be installed without City's prior written approval. 4.6 Promotion and Marketing (a) Advertising and Signage. Association shall have the right to and at its sole expense, create, install, and maintain signs and other advertising at Leased Premises that (i) do not materially or adversely affect structure or design integrity where installed, (ii) comply with all applicable laws and regulations, and (iii) are not expressly prohibited by applicable laws, ordinances, rules, or regulations. City shall have the right to approve the content, size and location of all advertising and signs located on the baseball fields and elsewhere on Leased Premises, which approval shall not be unreasonably withheld. Any existing advertisements on the Leased Property prior to a Lease Period must be removed by the City prior to the start of such Lease Period, and may be reinstalled by City after Association removes its signage at the end of such Lease Period. Advertising shall not include the name of another political subdivision or governmental authority. All signage on the ball field fences must be banners no larger than 4' in height x 8' in width and may not be erected or constructed to heights exceeding 6' above the ground 6 Revised 5/20/2026 level. No other signs shall be allowed. Any signs erected in accordance with this section must be intended to be viewed only by those persons on the premises to view a ballgame and must not be legibly visible to persons other than those located on the premises to view a game. No signs facing away from the field which the fence surrounds may be erected. Any signs that show wear and tear, as determined in the sole discretion of the Director of Parks and Recreation, must be taken down by the Association and removed from the City's property. Association understands and agrees that it will be responsible for promptly removing any and all signage in the event of an impending emergency weather event, as determined by the Director of the Parks, Recreation and Tourism Department. (b) Logos and Marks. Association shall not use the logos, marks, or names of the City for any purpose without the prior written approval of the City. 4.7 Use of Additional Equipment and Facilities. Association shall have the right to use the pressbox, batting cage area, and any field equipment including but limited to rakes, mats, batting turtle, screens, and platforms. 4.8 Prohibited Uses. Association shall use Leased Premises only for the Permitted Uses or as may be otherwise mutually agreed in writing with City. Association shall not (collectively, "Prohibited Uses"): (a) Create, cause, maintain, or permit any public or private nuisance in, on, or about the Leased Premises; (b) Use or allow the Leased Premises to be used for the sale or display of any pornographic material or material that is obscene under standards set forth in applicable laws; (c) Use or allow Leased Premises to be used for the sale of paraphernalia or other apparatus that is used primarily in connection with illicit substances; (d) Use or allow Leased Premises to be used for any purpose that violates any applicable state or federal laws, or ordinances, policies and procedures, rules or regulations of the City of Baytown; (e) Use or allow tobacco products to be used on the field, in the dugouts or on the Leased Premises; (f) Use or allow glass bottles to be used on the Leased Premises; (g) Deny access to City of Baytown Parks and Recreation Department personnel to any part of the Leased Premises or facilities at any time. 7 Revised 5/20/2026 (h) Use the Leased Premises in any manner that violates any state or federal laws, local ordinances, rules policies and procedures of the City of Baytown Further, (i) The Association shall not lease, rent, or allow a third party to use any portion of the Leased Premises. (j) The Association agrees that it shall not permit any person under the age of seventeen (17) to operate power machinery or carts on City property. (k) The Association agrees that it will not drive or allow vehicles to be driven or parked on non -designated areas without prior approval and proper identification. (1) The Association agrees and understands that all Activity at the Leased Premises must conclude prior to midnight. Use of the Leased Premises outside of these hours requires written pre -approval by City. 4.9 Improvements and Maintenance. (a) Association shall keep and maintain, or cause to be kept and maintained, all buildings and improvements erected on the Leased Premises in the same state of appearance and repair as they now exist (except for reasonable wear and tear) at Association's own expense. Association shall clean, or cause to be cleaned, Leased Premises, including, but not limited to concession stands and restrooms, litter control throughout the Leased Premises, during Leased Period at Association's sole expense. (b) The Association will be responsible for the maintenance of the infields from June 1 to August 31st each year of this Agreement. Such maintenance will include, but not be limited, to the following: i Pre -season field preparation of infield, which shall include, but not be limited to, removing grass from the infield, cleaning dugouts; ii Addition of infield dirt (upon the prior approval by the Director); iii Watering infield; iv Dragging infield; v Marking field on game days and practices if necessary; A Filling holes around bases prior to play; 8 Revised 5/20/2026 vii Working field on / after rain days to make playable (Only approved members of the Association may operate heavy machinery such as a dragger); viii Cleaning all concession stand(s) and restrooms; ix Picking up trash at the fields, including, but not limited to, the spectator areas and parking lots; and x Emptying the trash cans immediately following an event. (c) City shall mow the Leased Property as necessary to allow for the use of the Lease Property as detailed herein. (d) The Association understand and agrees that neither the Association nor any representative thereof shall administer herbicide or insecticide or unapproved drying agents on City property at any time. (e) No repairs and/or alterations shall be made to existing structures and improvements on the Leased Premises without prior approval and written agreement of the City and compliance with Section 2252.909 of the Texas Government Code, as applicable. (f) No building or other improvements may be constructed on Leased Premises without prior approval and written agreement of City and compliance with Section 2252.909 of the Texas Government Code, as applicable. (g) Any improvements, additions, alterations, and fixtures constructed, placed, or maintained on any part of the Leased Premises during the Term are considered part of the real property of Leased Premises and must remain on the Leased Premises and become City's property when the Agreement terminates. (h) The City will be responsible for repairs to major fencing, electrical service, plumbing repairs, and plus field light fixtures, aiming/adjusting and replacement of ball field lamps. The Association shall notify the City of any necessary repairs previously stated as soon as possible. (i) Should the Association wish to use temporary fencing, the Association shall first obtain the approval of the Director of Parks, Recreation and Tourism Department. Fencing shall be provided and installed by the Association, utilizing a vendor approved by the Director. 4.8 Obstructions. All portions of driveways, entrances, exits, sidewalks, entries, doors, passages, vestibules, halls, corridors, stairways, passageways, and all ways of access to 9 Revised 5/20/2026 public utilities, law enforcement or emergency responders, of the Leased Premises shall be kept unobstructed by Association and shall not be used by Association for any purpose other than ingress to or egress from the Leased Premises. 4.9 Inspection of Premises. City may enter upon the Leased Premises at any time during the Term, without notice to Association, for the purpose of determining whether or not Association is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of City, and/or to make any repairs, additions, or alterations as may be necessary for the safety, preservation, or improvement of the Leased Property which the City, in its sole discretion, determines to make or for any other purpose which City deems appropriate as it relates to the physical facility and equipment. 4.10 Liens. Association agrees that it will not permit the claim of any contractor, subcontractor, mechanic, laborer, or materialmen to become a lien on the Leased Premises. 4.11 Keys. The Baytown Parks, Recreation and Tourism Department will provide locks for the Association to utilize for fields and facilities. The Baytown Parks, Recreation, and Tourism Department retains the right to cut any lock that has been replaced on the above - mentioned locations, in the event that the Baytown Parks and Recreation Department needs to gain access, and a replacement key has not been provided beforehand. The Association shall not cut any City locks without prior approval. The Association will be responsible for the expense and resulting damages. If the facilities are left unlocked, the Association shall be responsible for all damages resulting therefrom. 4.12 Activity with Minor Participants. If any portion of the Activity involves the participation of minors (those under the age of eighteen (18)) on the playing field, Association shall require a parent or guardian to sign a waiver prior to entering the playing field. If any portion of the Activity involves the participation of minors outside of the playing field, Association shall provide adequate adult supervision to ensure safety of all participant as and perform, at no cost to City, a criminal background check on all adult supervisors. Adult supervisors shall remain at the Leased Property for the duration of the off -field Activity. 4.13 Quiet Enjoy. City agrees that Association, upon observing and keeping each of the covenants of this Agreement on the part of Association to be observed and kept, will lawfully and quietly hold, occupy and enjoy the Leased Premises, equipment, furniture, and fixtures during the Term of this Agreement. 4.14 Parking. Association agrees that usage of the Jenkins Park parking lots is dependent on the need for regular park goers. Activities with one hundred (100) or more expected attendees must utilize a shuttle service that accesses offsite parking areas to alleviate congestion at the park. Designated grass areas, when accessible, will be available for players and staff. 10 Revised 5/20/2026 11 Revised 5/20/2026 ARTICLE V. INSURANCE AND INDEMNIFICATION 5.1 Indemnification and Release. THE ASSOCIATION AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE ASSOCIATION OR THE ASSOCIATION'S AGENTS OR ANY OTHER ENTITY OVER WHICH THE ASSOCIATION EXERCISES CONTROL (COLLECTIVELY, THE ASSOCIATION'S PARTIES). IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH THE ASSOCIATION AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE ASSOCIATION TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF THE ASSOCIATION'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE ASSOCIATION'S PARTIES' INTENTIONAL TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE ASSOCIATION'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED THE ASSOCIATION 12 Revised 5/20/2026 FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive the City's sovereign immunity. The Association assumes full responsibility for its services performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Associations services to be performed hereunder and use of City's property. This release shall apply with respect to the Association services and use of City property regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 5.2 Insurance. The Association shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the service and use of property hereunder by the Association, its agents, representatives, volunteers, employees or subcontractors. (a) The Association's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of the Association's insurance and shall not contribute to it. Further, the Association shall include all subcontractors, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subcontractors and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: i. Commercial General Liability 13 Revised 5/20/2026 ■ General Aggregate: $2,000,000 ■ Products & Completed Operations Aggregate: $2,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $1,000,000 ■ Fire Damage $300,000 ■ Waiver of Subrogation required ■ Coverage shall be broad form ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. ii. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. iii. Errors and Omissions ■ Limit: $1,000,000 for this project ■ Claims -made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project. ■ Waiver of Subrogation required. iv. Workers' Compensation ■ Statutory Limits ■ Employer's Liability $500,000 ■ Waiver of Subrogation required. (b) The following shall be applicable to all policies of insurance required herein. i. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. ii. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. iii. Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. iv. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days prior written notice by mail, return receipt requested, has been given to the City. V. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers' Compensation and Errors and Omissions Policies required herein. 14 Revised 5/20/2026 vi. Upon request and without cost to the City, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City. vii. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. viii. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Vendor. Concessionaire shall provide copies of insurance policies and endorsements required hereunder to the City on or before the effective date of this Agreement. 5.3 Safe . It is agreed that the Association shall have the responsibility and authority for protection of all game officials, players, coaches, and spectators and will have the authority to take whatever action deemed necessary at the time by the officers and/or authorized representative of the Association. (a) The Association must retain security services for the fields and facilities used by the Association, the Association will be responsible for the cost thereof. The Association shall secure the services of at least one (1) licensed peace officer for duty during each Activity. Association must provide City documentation that security services have been secured at least one prior to each scheduled Activity. (b) If alcohol is to be served at an Activity, the Association must comply with any all security and/or law enforcement requirements of the Texas Alcoholic Beverage Commission, City of Baytown ordinances and polices, and all other applicable law and authority. (c) The Association must have all security measures cleared though the City of Baytown Parks, Recreation and Tourism Advisory Board and approved by the Parks, Recreation and Tourism Director to include: 1. Overall League Play Site; 2. Entry & Exits of League Play Site; 3. Parking Lots and Traffic Areas of Park; and ARTICLE VI. CAMERAS, LIGHTING, AND TECHNOLOGY 6.1 Cameras and Technology. Subject to prior written approval of the City, the Association shall be permitted to install cameras, poles, related equipment, technology, live streaming cameras and hardware, player development cameras, and player development 15 Revised 5/20/2026 systems/sensors ("Cameras and Technology") at the Leased Property on behalf of The Players League LLC ("TPL"), which Cameras and Technology shall remain the property of TPL and may be removed after the conclusion of the Term. TPL shall be the sole owner of the Cameras and Technology and no ownership, license, use, or other rights are conferred upon any other party, including the City, through this Agreement. In the event the City or any other party desires to use the Cameras and Technology, a separate agreement must first be entered into with TPL. 6.2 Internet Access. The City will make all reasonable efforts to grant Association access to internet ports for cameras and player development equipment, and for the Association's operating systems. The City will make all reasonable efforts to ensure that internet is reachable for those systems to connect into, and that there is enough upload and download speed to run these systems. The City makes no guarantee as to the availability or speed of internet connectivity at the Leased Premises. 6.3 Lighting System. The City will be responsible for the installation and maintenance of the Musco Control Link Lighting System on the field lights, if applicable. The City will provide the Association with an account and password to operate the field lights through telephone or internet access. Upon installation, the Association will be responsible for the operation, control and monitoring of this system. The City will also provide the Association with a monthly report of all light usage. The Association will be responsible for the ongoing scheduling and monitoring of the lighting system, and must contact the City immediately with any access problems. The Association shall pay its pro rata share of the monthly electrical costs if the Association fails to turn off lights after its usage. Such payment shall be due and payable to the City on a monthly basis no later than fifteen (15) days following the end of each month for which payment is due. Payments made after the due date shall accrue interest at the rate specified in Section 2251.025 of the Texas Government Code. ARTICLE VIL DEFAULT AND REMEDIES 7.1 A default shall exist if either party fails to perform or observe any material covenant contained in this Agreement. The non -defaulting party shall immediately notify in writing the defaulting party upon becoming aware of any condition or event constituting a default. Such notice shall specify the nature and the period of existence thereof and what action, if any, the non -defaulting party requires or proposes to require with respect to curing the default. 7.2 If default shall occur and continue after thirty (30) days' notice of the same, the non defaulting party may, at its option, pursue any remedies it may be entitled to, at law or in equity, in accordance with the law, without the necessity of future notice to or demand upon the defaulting party. 16 Revised 5/20/2026 ARTICLE VIII. GENERAL PROVISIONS 8.1 Governing Law and Venue. This Agreement has been made under and shall be governed by and construed and enforced according to the laws of the State of Texas, without regard to the principles of conflicts of law. This Agreement is performable in Harris County, Texas, and venue for any suit arising this Agreement shall be in Harris County, Texas. 8.2 Waiver. The failure of a party to enforce the strict performance of any of the covenants, agreements, terms, provisions, or conditions of this Agreement shall not be construed as a waiver or relinquishment of any subsequent default or breach of any of the covenants, agreements, terms, provisions, or conditions of this Agreement, which shall continue and remain in full force and effect. The payment of sums due and payable hereunder, with knowledge of the default or breach of any covenant, agreement, term, provision, or condition of this Agreement shall not be deemed a waiver of such default or breach. 8.3 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the remainder of this Agreement. 8.4 Payment and Notices. (a) Notices. All notices provided for herein must be in writing. Any notice permitted or required to be given will be effective if hand delivered or mailed certified, Federal Express, UPS or Courier, return receipt requested to the following addresses: Association: Baytown Baseball LLC 606 Rollingbrook Dr. Baytown, Texas 77521 City: Director of Parks Recreation and Tourism City of Baytown 2407 Market Street Baytown, Texas 77521 With copies of all notices to City relating to defaults, remedies, or indemnification sent to: City Attorney City of Baytown 2401 Market Street 17 Revised 5/20/2026 Baytown, Texas 77521 (b) Contact Information. The Association will provide the City with a direct contact person with authority to make decisions and speak on behalf of the Association. All communications with the Association will be made through the direct contract and/or his designee. 8.5 Assianment, Sublease, Amendment. Neither party may assign this Agreement, collaterally, or otherwise, or any of its rights under it without the prior, written consent of the other party. Association may not enter into a sublease without the prior, written consent of City. Such consent shall not unreasonably be withheld. In the event of any assignment or sublease that is consented to by City, Association shall remain primarily liable for the payment and performance of all of the obligations of the Agreement. The Parties may modify the Agreement only by a separate writing that expressly amends the Agreement. 8.6 Successors and Assigns. This Agreement binds and insures to the benefit of the Parties to the Agreement and their respective legal representatives, successors, and assigns. 8.7 No Third -Party Beneficiary. This Agreement shall not create any claim or right of action in or on behalf of any third -party or entity or individual whatsoever. Enforcement of such terms and conditions of this Agreement, and all claims or rights of action relating to such enforcement, shall be strictly reserved to the City and Association, or to the successors or assigns of City and Association. 8.8 Relationship of the Parties. The relationship of City and Association under this Agreement is that of independent parties, each acting in its own best interests, and notwithstanding anything in this Agreement to the contrary, no aspect of this Agreement shall create or evidence, nor is intended to create or evidence, a partnership, joint venture, or other business relationship or enterprise between City and Association. City shall have no direct supervision of or obligation to the employees or Association and any communication of employee matters shall be through representatives of City and Association as the Parties may delegate. 8.9 Headings. Titles, headings, and captions in this Agreement are included for convenience and reference only and will not be deemed to constitute a part of or affect the construction of this Agreement. 18 Revised 5/20/2026 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the _ day of , 20_, the date of execution by the City Manager or his designee of the City of Baytown. ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: (Signature) (Printed Name) (Title) CITY OF BAYTOWN (Signature) (Printed Name) (Title) 19 Revised 5/20/2026 BAYTOWN BASEBALL LLC: (Signature) Ae 4 Allreo� (Printed Name) AM a,gcr, (Title) STATE OF (W04- COUNTY OF yam. a,t_ § Before me on this day personally a eared IM A��ce�X , in his/her capacity as NZC.t�ri+l , on behalf of such �►_,p�L, ❑ known to me; ❑ proved to me on the oath of ; or proved to me through his/her current _ riy r �. �s�PsQ— {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this -2,K- day of , 201(0 Vy1A R. ' q( NOTARY� "__ Notary Public in and for the State of Aj C—� PUBLIC "2SCK CO��,,. 20 Revised 5/20/2026 �� � AC / � `�� ,'. !� r :.: L r r�, � :� 1 s` .� .�, �' � � '�� � � '.� i�i 1 � � r � ��� � �� It.c�� � ��� ��� \�� - ,;y � -.. ,% � s. ��;, ' yam,,, _ � � , � `� �j' %r ' �' 1 � '� �i ' i 1 , � ,�, f �l �! i/ � ,i sty � `� �. � �i � '.� � '�� � ..J.