Richard Montgomery High School

Stadium Field Agreement

THIS AGREEMENT (“Agreement”), effective the date of signature of the last signatory,
by and between the Board of Education of Montgomery County, governing body of the
MONTGOMERY COUNTY PUBLIC SCHOOLS (collectively, “MCPS”), 850 Hungerford
Drive, Suite 200, Rockville, Maryland 20850, and MARYLAND SOCCER
ENTERPRISES, LLC, (“Organization”) 12114-B Heritage Park Circle, Silver Spring,
Maryland, 20906 (collectively “Parties”) provides as follows:

WHEREAS, MCPS in conjunction with the Community Use of Public Facilities

office (“CUPF”) has determined there is a need to increase availability of playing fields
in Montgomery County that are operated and/or maintained by the county agencies; and

WHEREAS, MCPS and county agencies have determined that there are limited
public funds for maintenance and improvement of Fields; and

WHEREAS, MCPS, with the support of the County Council, has determined that
it is in the public interest to install artificial turf on the stadium field at Richard
Montgomery High School (“RMHS”) as a pilot program; and

WHEREAS, the Organization has agreed to contribute $300,000 toward the

construction of an artificial turf athletic field at RMHS as part of the school’s
modernization. In exchange, the Organization will get preferred scheduled use of the
stadium field during non-school hours for a period of five years as outlined in the
agreement; and

WHEREAS, CUPF has expressed willingness to grant the Organization a five

year license to use the artificial turf field at RMHS; and

WHEREAS, the parties desire to memorialize their contractual understandings

and agreements through this writing; and affirm that the signatories for this Agreement
have authority to bind their respective organizations;

THEREFORE, the Parties hereto agree to be legally bound to the following

obligations:

1. Recitals. The above recitals are incorporated herein by reference.

2. Warranty. The Organization warrants that the undersigned representative is

authorized to execute this Agreement on behalf of the Organization.

3. Field. The Organization has agreed to pay to MCPS in advance a fee of

$300,000 towards the use of an artificial turf field (with a surface size of at least
116 yards by 75 yards and with football/soccer goal posts) in the stadium at
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Stadium Field Agreement

Richard Montgomery High School (“Field”) in exchange for reserved reasonable

use as described below.

4. Term. The term of this Agreement (“Agreement”) will be for five (5) years,
commencing February 15, 2009. Completion of the Field is anticipated for
September 1, 2008, or such other date designated by the MCPS Director of
Facilities Management (“Commencement Date”). MCPS shall determine at the
end of each calendar year beginning in December 2009, if the Organization met
its obligations and, if the Organization failed to do so, MCPS may terminate this
Agreement for breach, after 30 days written notice to cure.

With regards to renewal of the Agreement, the Organization shall receive the
right of first refusal to extend this Agreement beyond the first five years, provided
it gives MCPS and CUPF written notice of its intent to request renewal within at
least 180 days before expiration of the original term. The terms and conditions
of the renewal term shall be negotiated by the parties at that time. The terms of
this Agreement are not intended to supersede any other legal obligations
regulating either party.

5. Field Access Schedule. The Organization understands that in exchange for the
fee toward use of the artificial turf Field, the following days are reserved for use
by the Organization:

A. February 15 to September 1: Monday, Tuesday and Wednesday evenings for

soccer related activities conducted by the Organization from 6:30 p.m. to 9:00
p.m. Schedule will be made in coordination with RMHS and CUPF.

B. April 1st to November 15th: Saturdays from 2:00 to 9:00 p.m. and Sundays
from 9:00 a.m. to 9:00 p.m. A tentative schedule for the period from April 1
through November 15, 2009, (Exhibit A) is attached.

C. The Organization will make every effort to schedule its athletic activities as to
avoid conflict with school athletic activities. In the event of conflicting
schedules, RMHS’s activity shall have priority use of the stadium field. MCPS
agrees to collaborate with the Organization in logistical aspects of scheduling
events.

All other community users of the field will be scheduled according to CUPF
guidelines. CUPF may issue additional permits to the Organization if that time
has not been requested by other community organizations, and in accordance
with CUPF scheduling guidelines. The Organization will pay to CUPF any
applicable permit fees for permits issued in excess of those granted under this
Agreement. CUPF will not deny use or cancel other users to provide the
Organization with more time than expressly stated in this paragraph. Any
Organization requests for permit time in addition to that reserved for the

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Stadium Field Agreement

Organization in this Agreement will be considered in accordance with CUPF’s

scheduling guidelines.

6. Additional Services. In addition to other payments set forth in this Agreement,

the Organization shall pay the standard established fees for custodial services
through CUPF when it provides CUPF with a minimum of five (5) days’ notice
that the Organization requires the use of locker rooms, during home games and
during some “exhibition” events. Charges for these services will be in
accordance with the ICB/CUPF Category A fee schedule. The Organization
estimates the need for locker rooms to be approximately 14 home games per
season.

7. Accessories to Stadium Use.

On game days only, the Organization’s use of the Field will include the use of:

• Home team locker room with working showers with custodial services per
paragraph 6.
• Visiting team locker room with working showers with custodial services per
paragraph 6.
• Officials’ locker room with working showers with custodial services per
paragraph 6.
• Press Box [Limit access to essential game personnel]
• Ticket Booth
• Working P.A. System
• Working scoreboard with 45 minutes clock that counts up
• Lights – responsibility of the Organization to turn on and turn off
• Parking
• Stadium seating with capacity exceeding 2,700 based on average 18-inch
width per person seating on continuous bench per code requirement
• Artificial Turf Stadium Field Concession stand(s)
• Soccer goals, field flags, and benches for teams to sit upon
• Press box measuring 24 feet by 8 feet divided into 3 rooms each measuring 6
feet by 8 feet on either end and a center room measuring 11 feet by 8 feet
• Tables and chairs in press box
• Electricity in concession stand and press box
• Telephone and data lines in press box

For practices and non-game day use, the Organization will have use of the
stadium field, adjoining area, stadium lights, and parking lots. Use of any other
area or facilities should first be approved by the RMHS administration.

For practices, MCPS may elect to provide the Organization limited self-access to
some or all of the accessories including outside restrooms, PA system controls,
stadium lighting controls, scoreboard controls. The Organization is responsible
for reasonable and proper operation and use of the accessories. Training of the

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Stadium Field Agreement

Organization’s personnel is required by MCPS prior to use as detailed in

paragraph 8 below. The Organization is responsible for the security of the
accessories during events as well as cleaning and securing the accessory areas
after an event. MCPS is not obligated to provide any staff assistance to access
or operate these accessories during the Organization's use. Cleaning products
must be preapproved by MCPS.

8. Special Provisions for MCPS Fields.

A. Outdoor Custodial Maintenance. The Organization shall be responsible for

any and all outside custodial needs including the main stadium, the Field, the
restrooms, the ticket booth, the surrounding areas, and parking lots. If
Organization chooses to contract separately to pay for these services, they
will do so through CUPF with a minimum of five days’ advance notice.
Charges for these services will be in accordance with the ICB/CUPF Category
A fee schedule.

B. Repairs or Replacement for Breakage. Any equipment or materials broken

during times of use by Organization shall be repaired or replaced promptly by
Organization at its expense. Failure to repair or replace broken equipment or
materials within 15 days will be considered a breach of this contract.

C. Training. Personnel from the Organization assigned to operate the PA

system controls, stadium lighting controls, scoreboard controls or any other
equipment must participate in a training session to be scheduled with MCPS
staff. MCPS retains the right to deny use of its stadium equipment if
Organization fails to comply with MCPS requirements.

D. Inclement Weather. When inclement weather forces MCPS to cancel high

school games, and rescheduling is necessary, the Organization will yield its
practice time back to the school as needed. The school will utilize this option
only out of extreme necessity for the good of the interscholastic program.

9. Non-discrimination Provision. The Organization will not discriminate on the

basis of race, color, national origin, sex, sexual orientation, religion, age, or
disability.

10. Indemnification. The Organization and all of its participants and volunteers
shall defend and save MCPS, free and without harm from any accident, property
damage, loss, damage to a third party’s property, personal injury, or any type of
damage or liability that may arise during, or be caused in any way by the
Organization’s use of the field, stadium, or accessories.

11. Insurance Requirements. Ten days prior to commencing its first scheduled
activity, the Organization must obtain, at its own cost and expense, and keep in
force and effect until termination of the contractual relationship with MCPS, the

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Stadium Field Agreement

insurance coverages detailed below. The insurance company/companies shall be

licensed to do business in the State of Maryland evidenced by a certificate of
insurance and/or copies of the insurance policies. Organization’s insurance shall
be primary. Copies of the policies or insurance certificates must be given to
MCPS at least annually to confirm the policies remain in effect.

A. Commercial General Liability

A minimum limit of liability of two million dollars ($2,000,000) combined single

limit, for bodily injury and property damage cover age per occurrence
including the following coverage:

Contractual Liability
Premises and Operations
Independent Contractors
Products and Completed Operations

B. Automobile Liability Coverage

A minimum limit of liability of one million dollars ($1,000,000) combined single

limit, for bodily injury and property damage coverage per occurrence including
the following:

Owned Automobiles
Hired Automobiles
Non-owned Automobiles

C. Worker’s Compensation/Employer’s Liability

Meeting requirements of Maryland Law and with the following minimum limits:

Bodily Injury by Accident---$100,000 each accident

Bodily Injury by Disease---$500,000 policy limits
Bodily Injury by Disease---$100,000 each employee

D. Additional Insured

Board of Education of Montgomery County, Montgomery County Government

and its respective contracting agency (CUPF) must be named as additional
insureds on general liability policies.

E. Policy Cancellation

Insurance company must give forty-five (45) days written notice of

cancellation or material change of any of the policies.

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F. Certificate Holders

Board of Education of Montgomery County

C/O Montgomery County Public Schools
Department of Facilities Management
2096 Gaither Road – Suite 200
Rockville, Maryland 20850

Montgomery County Government

Community Use of Public Facilities
600 Jefferson Plaza, Suite 300
Rockville, Maryland 20852

12. Rules and Regulations. The Organization agrees to abide by all rules and
regulations established by CUPF for the general community use of its facilities
while carrying out its obligations under this Agreement and when its
representatives are in use of the Field during playing time. In addition, the
Organization will comply with all local, County, and State laws and regulations in
its use of the Field.

13. Organization’s Responsibilities for Use.

The Organization further agrees to the following obligations:

A. The Organization will remove all trash after each activity. The Organization
agrees to deliver the field and its facilities to the school at the conclusion of
each event, free of debris, trash, and/or unusual installation of equipment
such as nets, sound systems, signs, etc. The Organization may need to
separately contract for a dumpster and hauling of refuse. The Organization
will arrange with MCPS on its location.

B. Participant parking will be restricted so as not to obstruct fire lanes, other

functions, and surrounding neighborhoods and roadways.

C. The Organization will use good judgment in deciding to suspend or cancel all
Field use activities in the event of severe weather.

D. The Organization will prevent participants’ use of alcohol/intoxicants, tobacco

products, or any illegal substances. At all times during its use, the
Organization agrees to provide appropriate security and cleaning measures to
ensure an orderly and clean environment free of controlled substances,
vandalism, and anti-social disturbances during and after athletic competition.
Violation of this condition will result in a $500 penalty for each occurrence.

E. The Organization will control noise and comply with the City of Rockville noise
ordinance.

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Stadium Field Agreement

F. The Organization shall be responsible to turn on and off the stadium lights in
a manner that minimizes the time the lights are on when the field is in use.

G. The Organization shall be responsible for securing and locking any areas to
which it is given access for the use or control of the stadium accessories.

H. The Organization will use the Field and accessories in a responsible manner
so as to minimize wear and tear on the facilities. In the event that the Field,
accessories, or associated facilities is damaged, beyond normal wear and
tear, during the Organization’s use, the Organization will be responsible for
the repair or replacement to rectify the damage.

14. Use Restrictions.

A. No structures, temporary or permanent will be constructed on the premises

without prior written approval and permission from MCPS.

B. No school field modifications or renovations are permitted without prior written

approval and permission from MCPS.

C. For times when Organization shall be permitted to use the stadium and the
artificial turf field, MCPS agrees to remove any conflicting banners or signage
within the stadium indicating sponsorship by businesses or community
organizations. Temporary banners, and products made available by
Organizations’ sponsors are allowed during games, but must be removed at
the conclusion of same. Product banners must be pre-approved by MCPS
and any display of products advertising the sale of alcohol, tobacco or other
objectionable items shall be strictly prohibited.

D. Upon 10 days’ prior written request from the Organization, MCPS will consent
to the sale of food and non-food items customary at athletic events, which
consent will not be unreasonably withheld. Organization is specifically granted
the right to perform outdoor charcoal grilling in connection with its food
vending activities during games, so long as it is conducted away from the
artificial turf field and in such manner compliant with all safety regulations.
Such consent shall not relieve the Organization from the responsibility to
comply with all local, County, and State laws and regulations in accordance
with paragraph 12 above, which may require licenses or permits for the
vending of sale items. MCPS reserves the right to withdraw consent for any
vending activity that fails to comply with MCPS rules and/or applicable laws
and regulations.      

15. Television. In event that the Organization desires to televise an event, it must first
secure permission to do so from MCPS, which shall not unreasonably withhold
the same. Permitting televised broadcasts of events may be granted as long as

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certain pre-conditions are satisfied, such as: obtaining of all necessary

governmental and regulatory approvals and permits; provided the
broadcasting company presents evidence of public liability insurance with at
least two million dollars ($2,000,000) of coverage.

16. Compliance Review of the Agreement. All work performed by the

Organization will be reviewed and evaluated on a regular basis by designated
staff from CUPF, MCPS Department of Facilities Management, and RMHS and
at the end of the Agreement term.

17. Termination.

A. Protection of the Public Interest. MCPS reserves the right to terminate the
Agreement upon thirty (30) days written notice, if, in its sole and subjective
discretion, it is in the public’s interest to terminate. When providing such
notice, MCPS shall set forth the reasons why it believes that it is in the
interest of the public to terminate the Agreement, and the Organization shall
be afforded ten (10) days to submit a written plan, in response, which shall
evidence an approach as to how to address and remedy the conditions which
predicated the notice of termination. In the event that such plan is rejected by
MCPS, or after the implementation of the same MCPS, in its sole and
subjective discretion, still believes that it is in the public’s interest to terminate
the Agreement early, then MCPS shall, within one hundred twenty (120) days,
reimburse the Organization’s contribution on a pro-rata basis for the time
remaining on the Agreement.

B. Breach. If the Organization is in breach of the terms of this Agreement,

MCPS may terminate without further notice if, after thirty (30) days, written
Notice to Cure, the Organization fails to cure the breach. MCPS further
reserve the right to suspend the Organization’s right to use the Field and
accessories under this Agreement without notice in the event of a serious
breach of obligations of the Organization under this Agreement causing harm
or risk to public safety.

Agreements terminated in the public’s interest will be grounds for future exclusion
from participation in the routine CUPF field rentals.

18. Appeal. A termination may be appealed to MCPS at the time of termination.

19. Notice.

Notice under this Agreement shall go to:

MONTGOMERY COUNTY PUBLIC SCHOOLS

Director, Department of Facilities Management
2096 Gaither Road – Suite 200

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Rockville, MD 20850
240-314-1060

MONTGOMERY SOCCER ENTERPRISES, LLC

12114-B Heritage Park Circle
Silver Spring, Maryland 20906
202-438-9224

20. Maryland Law.

The terms of this Agreement shall be governed by Maryland law, and any changes
in Maryland law hereinafter enacted affecting school athletic fields shall be given
effect.

21. Sexual Predator Law.

Maryland Law requires that any person/contractor/subcontractor who enters a

contract with a public or non public school “may not knowingly employ an individual
to work at a school if the individual is a registered sex offender,” in accordance
with Maryland law. An employer or contractor who violates this requirement may
be found guilty of a misdemeanor and if convicted may be subject to up to five
years in prison and/or a $5,000 fine. Organization agrees to comply with this law
with respect to its employees, volunteers, contractors, and subcontractors.

22. Dispute Resolution.

If a dispute arises regarding the performance of this Agreement, a party shall give
written notice of the dispute or non-compliance (Notice) within 15 days of the
event. Thereafter, the representatives of the other parties shall respond within ten
(10) business days. The parties understand that unforeseen events may occur
during the term of this Agreement which may require analysis, discussion, and
negotiation on the part of the parties. In this event, the parties agree that they
shall enter into and conduct such discussions and negotiations in a good faith
effort designed to resolve any such disputes. If the dispute is not resolved within
forty-five (45) days of the Notice, then either party may request mediation of the
dispute by an impartial mediator jointly selected by the parties within ten (10)
days of the request. The mediation will be promptly scheduled within fifteen (15)
days of selecting the mediator. Failure of the parties to settle the dispute through
mediation will result in the referral of the dispute to the MCPS superintendent for
resolution by him or his designee. The decision of the Superintendent/ Designee
is final.

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23. No Assignment or Sublease.

Organization may not assign its rights or sublease any portion of the premises for
which it has the right of use under this Agreement. This section shall be strictly
construed. Organization’s failure to comply with this section shall give MCPS
grounds for action under Section 17.

24. Complete Agreement.

This Agreement expresses the full and complete understanding of the parties and
may not be varied except by a written amendment signed by the parties.

25. Payment Provisions and Conditions.

Upon official execution of this agreement, the Organization will pay THE BOARD
OF EDUCATION OF MONTGOMERY COUNTY $300,000 as a fee for reserved
scheduling and use of the field. Such payment shall be made available no later
than the last day of MAY 2008. On confirmation of the payment and no later than
60 days thereafter, CUPF will issue a permit for use of the RM stadium field under
Category A of the ICB/CUPF fee schedule covering the dates specified in the
agreement. The Organization shall sign the Facility Use License Agreement
required by CUPF and agree to the terms and conditions stated in that License
Agreement. If Organization requests additional services or facility use at this site,
it shall enter additional agreements with CUPF and arrange payments
accordingly.

SIGNATURE PAGE TO FOLLOW

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BOARD OF EDUCATION
OF MONTGOMERY COUNTY

BY: ________________________________ Date _____________________

Nancy Navarro, President

Approved:

BY: ________________________________ Date _____________________

Jerry D. Weast, Ed. D.
Superintendent of Schools

ORGANIZATION

BY: ________________________________ Date _____________________

Victor Moran, President
Maryland Soccer Enterprises, LLC

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EXHIBIT “A”

TENTATIVE WEEKEND SCHEDULE

APRIL 1 THROUGH NOVEMBER 15, 2009

Saturdays Sundays
2 pm to 9 pm 9 am to 9 pm
Apr 04, 2009 Apr 05, 2009
Apr 11, 2009 Apr 12, 2009
Apr 18, 2009 Apr 19, 2009
Apr 25, 2009 Apr 26, 2009
May 02, 2009 May 03, 2009
May 09, 2009 May 10, 2009
May 16, 2009 May 17, 2009
May 23, 2009 May 24, 2009
May 30, 2009 May 31, 2009
Jun 06, 2009 Jun 07, 2009
Jun 13, 2009 Jun 14, 2009
Jun 20, 2009 Jun 21, 2009
Jun 27, 2009 Jun 28, 2009
Jul 04, 2009 Jul 05, 2009
Jul 11, 2009 Jul 12, 2009
Jul 18, 2009 Jul 19, 2009
Jul 25, 2009 Jul 26, 2009
Aug 01, 2009 Aug 02, 2009
Aug 08, 2009 Aug 09, 2009
Aug 15, 2009 Aug 16, 2009
Aug 22, 2009 Aug 23, 2009
Aug 29, 2009 Aug 30, 2009
Sep 05, 2009 Sep 06, 2009
Sep 12, 2009 Sep 13, 2009
Sep 19, 2009 Sep 20, 2009
Sep 26, 2009 Sep 27, 2009
Oct 03, 2009 Oct 04, 2009
Oct 10, 2009 Oct 11, 2009
Oct 17, 2009 Oct 18, 2009
Oct 24, 2009 Oct 25, 2009
Oct 31, 2009 Nov 01, 2009
Nov 07, 2009 Nov 08, 2009
Nov 14, 2009 Nov 15, 2009

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