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HomeMy WebLinkAboutWA Res 26-09 Dallas Surf Soccer CLub LLC Field Usage AgreementWESTLAKE ACADEMY RESOLUTION NO. 26-09 A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES APPROVING A FIELD USAGE AGREEMENT WITH DALLAS SURF SOCCER CLUB, LLC AND AUTHORIZING THE HEAD OF SCHOOL TO EXECUTE THE AGREEMENT TO CARRY OUT THE INTENT OF THE RESOLUTION. WHEREAS, Westlake Academy Charter School (the "Academy") is authorized to enter into agreements for the use of its facilities in suppo1i of its mission and to promote appropriate community partnerships; and, WHEREAS, the Academy has negotiated a Field Usage Agreement (the "Agreement") with Dallas Surf Soccer Club, LLC ("Dallas Surf') for limited, non-exclusive, revocable use of the Academy's turf soccer field for organized training and related activities; and WHEREAS, the Agreement provides for a one-year term beginning May 1, 2026, and ending April 30, 2027, establishes usage schedules, fees, insurance requirements, and operational conditions, and preserves the Academy's priority use and discretion over its facilities; and, WHEREAS, the Board of Trustees finds that entering into the Agreement serves the best interests of the Academy and its students and is consistent with Academy policies and applicable law; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY: SECTION 1: That all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Board hereby approves the Field Usage Agreement between Westlake Academy Charter School and Dallas Surf Soccer Club, LLC, attached as "Exhibit A" in substantially the form presented to the Board. SECTION 3: The Head of School is hereby authorized to execute the Agreement on behalf of the Academy, along with any and all related documents, amendments, or ancillary agreements necessary to carry out the intent of this Resolution. SECTION 4: The Head of School, or designee, is further authorized to take all actions necessary and appropriate to implement and administer the Agreement, including execution of non-material modifications consistent with the approved terms. Resolution WA 26-09 Page I Westlake Academy — Dallas Surf Field Usage Agreement | Page 1 of 11 FIELD USAGE AGREEMENT Between Westlake Academy Charter School and Dallas Surf Soccer Club This Field Usage Agreement ("Agreement") is entered into as of 4/22/26, by and between: Westlake Academy Charter School Located at: 2600 J T Ottinger Rd., Westlake TX 76262 (“School”) and Dallas Surf Soccer Club, LLC Located at: P.O. Box 270776 Flower Mound, TX 75027 (“Dallas Surf” or “Club”) 1. Purpose This Agreement establishes the terms and conditions under which Dallas Surf Soccer Club will be granted limited, non-exclusive, revocable access to use Westlake Academy Charter School’s turf soccer field for organized training and related soccer activities. This Agreement does not convey any property rights, exclusive entitlement, or guaranteed scheduling rights with respect to the School’s facilities. All field access is subject to the School’s prior approval and availability as further described herein. The School retains ultimate discretion over all use of its facilities at all times. 2. Term • The term of this Agreement shall be for one year, commencing May 1, 2026, and ending April 30, 2027, unless sooner terminated or amended by mutual written agreement of the parties. • Provided Dallas Surf fulfills all terms and conditions of this Agreement during the current term, Dallas Surf shall retain the first right of refusal to negotiate a renewal agreement for a subsequent term. Any renewal shall be subject to the mutual agreement of the parties on all terms, including updated fees, and shall not be automatically effective. Westlake Academy — Dallas Surf Field Usage Agreement | Page 2 of 11 3. Field Access & Usage 3.1 Scheduled Weekday Access Subject to the limitations set forth in Sections 3.2 and 4, Dallas Surf shall have scheduled access to the full turf soccer field during the following general windows: • Days: Monday through Thursday • Hours: 5:30 PM – 9:00 PM • Approximate weeks per year: 44 • Scheduled off-weeks: June 15 – July 6; November 23 – November 26; December 14 – January 11 Usage during these hours shall be limited to organized training sessions, team practices, and directly related Club activities. 3.2 Non-Exclusive Nature; School’s Sole Discretion Dallas Surf expressly acknowledges and agrees to the following: • This Agreement does not create an exclusive right to use the turf field or any other School facility. The School retains the right to use, schedule, or permit others to use all of its facilities, including the turf field, at its sole discretion. • The scheduled weekday access windows described in Section 3.1 represent a general scheduling framework only and do not constitute guaranteed, irrevocable reservations. Access remains subject to School approval based on availability, School programming needs, maintenance, safety considerations, weather, or any other reason at the School’s sole and reasonable discretion. • The School will use commercially reasonable efforts to provide Dallas Surf’s designated representative with at least forty-eight (48) hours’ advance written notice when a scheduled session must be cancelled or rescheduled due to a non-emergency School need. In the event of an emergency, cancellation may occur without advance notice. • Dallas Surf shall not be entitled to any additional compensation, damages, or other remedy as a result of a School-initiated cancellation or rescheduling. Sessions cancelled by the School will be omitted from the monthly invoice for that period per Section 8. • Nothing in this Agreement shall be construed to limit the School’s right to grant access to its facilities to any other party, or to use its facilities for any lawful purpose. 3.3 Weekend Access • Weekend use by Dallas Surf shall be available upon prior written request and is subject to the School’s written approval for each individual weekend request. The School is under no obligation to approve any weekend request and may deny requests at its sole discretion. • Approved weekend use shall be billed at the same hourly rate set forth in Section 8.1 and subject to all terms of this Agreement. Westlake Academy — Dallas Surf Field Usage Agreement | Page 3 of 11 3.4 Authorized Uses • Field access is limited to organized Dallas Surf training sessions, team practices, and directly related Club activities involving Dallas Surf coaches, players, and staff. • Unauthorized uses include, without limitation, tournaments, public events, admission- charging activities, commercial activities, or activities involving persons not affiliated with Dallas Surf Soccer Club. Any such use requires a separate written agreement with the School executed in advance. 4. Priority of Use • The School’s programs, events, athletics, and activities shall at all times take absolute priority over Dallas Surf’s use of the field. Dallas Surf’s use is subordinate to all School uses. • Dallas Surf will coordinate annually with Westlake Academy on scheduling to ensure all parties are aware of known conflicts and required adjustments in advance of each program year. • Dallas Surf’s use shall not interfere with School programming, standardized testing, School- sponsored events, or School-sanctioned athletics. 5. Equipment Contributions As partial consideration for field usage, Dallas Surf agrees to provide the following soccer equipment for shared use by both the School and Dallas Surf, including but not limited to: • Regulation and training goals • Soccer balls • Cones, pinnies, and training markers • Nets and associated hardware All equipment provided by Dallas Surf shall be maintained in good working condition by Dallas Surf and made available for School use at no cost. Dallas Surf shall replace, at its own expense, any equipment it provides that becomes worn, damaged beyond reasonable use, or otherwise unfit within a reasonable time after such condition is identified. 6. Temporary Lighting • Dallas Surf agrees to provide temporary field lighting to support evening training sessions when ambient light is insufficient. • All lighting equipment, placement, installation methods, power sources, and removal schedules must be submitted to the School for prior written approval before any installation occurs. • Temporary lighting shall be installed, operated, and removed by Dallas Surf in a manner that is safe, non-invasive, and compliant with all applicable laws and the School’s facility policies. Westlake Academy — Dallas Surf Field Usage Agreement | Page 4 of 11 • Dallas Surf shall be fully responsible for any damage to School property, turf, or infrastructure caused by the installation, operation, or removal of temporary lighting equipment. 7. Maintenance, Care & Damage 7.1 School Maintenance Responsibilities The School shall remain responsible for routine turf maintenance consistent with its current operational practices. Nothing in this Agreement obligates the School to alter its standard maintenance schedule. 7.2 Dallas Surf Field Care Obligations During and following each session, Dallas Surf shall: • Use the turf field and all School facilities and equipment in a careful, responsible, and appropriate manner • Remove all Dallas Surf equipment, trash, and personal property after each session, leaving the field and surrounding areas in the same or better condition as found • Promptly report any damage, unsafe conditions, or maintenance concerns to the School’s designated contact within twenty-four (24) hours of discovery • Ensure the field is fully vacated by all Dallas Surf personnel, coaches, players, and guests at or before the end of each scheduled session 7.3 Pre-Season Condition Inspection Prior to the commencement of each program year under this Agreement, the parties shall conduct a joint inspection of the turf field and any other School facilities used by Dallas Surf. The parties shall prepare and sign a written inspection report documenting the then-current condition of the field and facilities. This signed inspection report shall serve as the baseline condition record for that program year and shall be referenced in the event of any damage dispute under Section 7.4. 7.4 Dallas Surf Liability for Damage • Dallas Surf shall be solely liable for any and all damage to the turf field, School facilities, equipment, landscaping, or any other School property caused by or arising from Dallas Surf’s use of the facilities, including damage caused by Dallas Surf’s members, coaches, players, staff, guests, or spectators. • Upon discovery of any damage attributable to Dallas Surf’s use, the School shall provide Dallas Surf with written notice describing the damage and an estimate of repair or replacement costs. Dallas Surf shall have ten (10) business days after receipt of notice to inspect the damage and discuss the scope of repairs with the School before the School proceeds with repairs. Westlake Academy — Dallas Surf Field Usage Agreement | Page 5 of 11 • Dallas Surf shall reimburse the School for all reasonable and documented repair or replacement costs within thirty (30) days of receiving the School’s written invoice for such costs. • If damage is significant enough to render the field or any facility unusable, the School may suspend Dallas Surf’s access until repairs are complete. During any such suspension, Dallas Surf’s regular hourly fees for sessions that cannot occur solely due to Dallas Surf-caused damage may, at the School’s election, be credited against the amounts owed by Dallas Surf for repairs. • The School’s rights under this Section 7.4 are cumulative and in addition to any other rights and remedies available at law or in equity. The damage reimbursement obligations herein survive termination or expiration of this Agreement. 8. Fees, Invoicing, Hour Tracking & Payment 8.1 Hourly Rate Dallas Surf agrees to pay Westlake Academy Charter School a fee of $120.00 per hour for all field usage under this Agreement, including approved weekend sessions. The hourly rate may be adjusted upon mutual written agreement of the parties. 8.2 Official Field Usage Log & Hour Tracking The School shall maintain an official field usage log (“Usage Log”) recording, for each Dallas Surf session: the date, scheduled start time, actual check-in time, actual check-out time, and total hours billed. • Dallas Surf’s designated on-site representative shall sign in upon arrival and sign out upon departure at each session using the School’s Usage Log. Billable hours will be calculated based on the signed log entries, rounded to the nearest quarter-hour. • If Dallas Surf’s representative fails to sign in or sign out for a given session, the School’s scheduled hours for that session shall be deemed the billable hours, unless Dallas Surf provides written documentation of the actual start and end times to the School’s designated contact within three (3) business days following the session. • Dallas Surf may designate a representative to review the School’s Usage Log upon reasonable prior written notice to the School. • The Usage Log shall constitute the School’s official record of hours used and shall serve as prima facie evidence of billable hours in any invoice dispute under Section 8.6. 8.3 Monthly Invoicing The School shall issue invoices to Dallas Surf by the fifth (5th) business day following the end of each calendar month. Each invoice shall include: • The billing period covered • A session-by-session log itemizing each Dallas Surf session with date, check-in time, check- out time, and hours per session Westlake Academy — Dallas Surf Field Usage Agreement | Page 6 of 11 • Total billable hours for the period • The applicable hourly rate • Total amount due for the period • Any adjustments, credits, or carryforwards from prior periods All invoices shall be sent to Dallas Surf via email to: mfruia@dallassurf.com. Dallas Surf may update the invoice contact by providing written notice to the School. 8.4 Payment Due Date & Late Fees • Payment in full is due within thirty (30) days of the invoice date (“Due Date”). • Any amounts not paid by the Due Date shall accrue interest at a rate of 1.5% per month (18% per annum) on the outstanding unpaid balance, calculated from the Due Date until the date payment is received in full. • The School reserves the right to suspend Dallas Surf’s field access if any invoice remains unpaid for more than fifteen (15) days beyond the Due Date, until full payment (including accrued interest) is received. 8.5 Session Cancellations & Adjustments • If Dallas Surf will not use the field during a scheduled session for any reason (including weather), Dallas Surf must provide written notice to the School’s designated contact at least two (2) hours before the scheduled session start time. • Sessions for which timely written notice is provided as described above will not be included in the monthly invoice. • Sessions for which Dallas Surf fails to provide timely written notice will be billed at the full scheduled hourly rate, regardless of whether the field was actually used. • Sessions cancelled by the School (per Section 3.2) will not be billed. 8.6 Invoice Disputes If Dallas Surf disputes any portion of an invoice, the following process shall apply: • Dallas Surf must provide written notice of the dispute to the School within ten (10) business days of receiving the invoice. The notice must clearly identify: (i) the specific session dates and hours disputed; (ii) the basis for the dispute; and (iii) Dallas Surf’s own records for the disputed sessions. • Dallas Surf shall pay all undisputed amounts by the regular Due Date. Failure to pay undisputed amounts on time will result in late fees accruing on those amounts per Section 8.4. • Upon receipt of a valid dispute notice, representatives of both parties shall meet (in person or by video/phone) within fifteen (15) business days to review the School’s Usage Log and any records submitted by Dallas Surf and attempt to resolve the dispute in good faith. • The School’s Usage Log shall constitute prima facie evidence of the hours used. Dallas Surf may present its own contemporaneous records to contest specific entries. In the event of a Westlake Academy — Dallas Surf Field Usage Agreement | Page 7 of 11 conflict between the Usage Log and Dallas Surf’s records that cannot be resolved by the parties, the dispute shall be resolved pursuant to Section 13 (Dispute Resolution). • If the parties resolve the dispute and the School’s original invoice is found to be inaccurate, the School shall issue a corrected invoice or credit within ten (10) business days of the resolution. 8.7 Payment Commencement Invoicing and payment obligations shall commence for the month of May 2026 and continue on a monthly basis throughout the term of this Agreement. 9. Insurance & Liability 9.1 Dallas Surf Insurance Requirements Dallas Surf shall obtain and maintain, at its own expense, throughout the term of this Agreement, the following insurance coverages: • Commercial General Liability Insurance: not less than $1,000,000 per occurrence and $3,000,000 in the aggregate for bodily injury, personal injury, death, and property damage • Property Damage Liability: not less than $100,000 per occurrence for injury to or destruction of third-party property • Workers’ Compensation Insurance: as required by Texas law Prior to first use of the field and upon each annual policy renewal, Dallas Surf shall provide the School with a current certificate of insurance naming Westlake Academy Charter School as an additional insured. Dallas Surf shall provide the School with at least thirty (30) days’ prior written notice of any cancellation, material reduction, or non-renewal of coverage. 9.2 Assumption of Risk DALLAS SURF ACKNOWLEDGES THAT USE OF SCHOOL ATHLETIC FACILITIES INVOLVES INHERENT RISKS, INCLUDING THE RISK OF BODILY INJURY, ILLNESS, OR DEATH. DALLAS SURF ACCEPTS FULL RESPONSIBILITY FOR THESE RISKS ON BEHALF OF ITSELF AND ALL PERSONS IT BRINGS ONTO SCHOOL PROPERTY. • Dallas Surf accepts and assumes all risks of injury, property damage, or loss arising from its use of the School’s facilities, including but not limited to risks associated with the condition of the turf field, training activities, and the actions of other participants. • Dallas Surf shall require all participants, coaches, and staff who access the School’s facilities under this Agreement to execute a written assumption of risk and liability waiver form before participating in any activities on School property. Dallas Surf shall maintain executed waivers in its records and shall make them available to the School upon request. Westlake Academy — Dallas Surf Field Usage Agreement | Page 8 of 11 9.3 Indemnification & Hold Harmless Dallas Surf shall indemnify, defend (with legal counsel reasonably acceptable to the School), and hold harmless the School, its board members, officers, administrators, employees, agents, and representatives (“School Indemnitees”) from and against any and all claims, demands, suits, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: • Dallas Surf’s use of the School’s facilities or any School property • The acts, omissions, or conduct of Dallas Surf, its members, coaches, players, staff, guests, or spectators on School property • Any breach of this Agreement by Dallas Surf • Any bodily injury (including death) to any person or damage to property occurring during or arising from Dallas Surf’s use of the facilities • Any claim by a Dallas Surf participant or their family arising from activities on School property 9.4 School’s Limitation of Liability THE SCHOOL SHALL NOT BE LIABLE TO DALLAS SURF OR ANY THIRD PARTY FOR ANY INJURY, ILLNESS, DEATH, LOSS, OR DAMAGE TO PERSONS OR PROPERTY ARISING FROM OR RELATED TO DALLAS SURF’S USE OF THE SCHOOL’S FACILITIES. DALLAS SURF’S SOLE REMEDY FOR ANY SCHOOL- INITIATED CANCELLATION IS A CREDIT ON ITS NEXT INVOICE. Notwithstanding the foregoing, nothing in this Agreement shall be construed to limit the School’s liability for its own gross negligence or willful misconduct. 10. Conduct & Compliance • All Dallas Surf coaches, players, staff, and spectators shall comply with School policies, safety rules, standards of conduct, and Board policies at all times while on School property. • Activities shall remain family-friendly and consistent with the School’s academic environment, values, and mission. • Dallas Surf shall ensure that all adults who regularly work with minors on School property (coaches, staff) have completed required background checks in compliance with applicable law and Dallas Surf’s own policies. The School may request evidence of background check compliance at any time. • Dallas Surf shall designate a primary on-site contact person responsible for supervising all Dallas Surf activities on School property and serving as the point of contact with School staff. • Use of alcohol, tobacco, or controlled substances on School property is strictly prohibited. Westlake Academy — Dallas Surf Field Usage Agreement | Page 9 of 11 • Use of pyrotechnics on the field or on campus at any time is strictly prohibited. • No generators can be placed on the turf field at any time. 11. Termination 11.1 Termination for Convenience Either party may terminate this Agreement upon sixty (60) days’ prior written notice to the other party. 11.2 Termination for Cause The School may terminate this Agreement immediately, without prior notice, upon the occurrence of any of the following: • Dallas Surf’s material breach of any term of this Agreement that remains uncured for ten (10) business days after written notice of the breach is delivered to Dallas Surf • Dallas Surf’s failure to maintain the insurance coverage required under Section 9.1 • Any conduct by Dallas Surf or its personnel that, in the School’s reasonable judgment, poses a risk to the safety or welfare of School students, staff, or property • Non-payment of any invoice that remains overdue by more than thirty (30) days 11.3 Effect of Termination Upon termination or expiration of this Agreement: (a) all Dallas Surf access to School facilities shall immediately cease; (b) all outstanding fees, interest, and reimbursement obligations shall become immediately due and payable; and (c) Dallas Surf shall remove all its equipment and property from School premises within five (5) business days. Sections 7.4, 8 (outstanding amounts), 9.3, 9.4, and 13 shall survive termination. 12. Notices All notices, requests, or other communications under this Agreement shall be in writing and shall be delivered by: (a) hand delivery; (b) certified U.S. mail, return receipt requested; or (c) email with read receipt or written confirmation of receipt, to: If to the School: Westlake Academy Charter School 2600 J T Ottinger Rd., Westlake TX 76262 Attn: Kelly Ritchie/Head of School Email: kritchie@westlakeacademy.org If to Dallas Surf: Westlake Academy — Dallas Surf Field Usage Agreement | Page 10 of 11 Dallas Surf Soccer Club, LLC P.O. Box 270776, Flower Mound, TX 75027 Attn: Michael Fruia, Managing Director Email: mfruia@dallassurf.com 13. Dispute Resolution • The parties shall attempt to resolve any dispute arising under this Agreement by good faith negotiation between senior representatives of each party. • If a dispute cannot be resolved through negotiation within thirty (30) days after one party provides written notice of the dispute to the other, either party may submit the dispute to non- binding mediation in Tarrant County, Texas, with the costs of the mediator split equally between the parties. • If mediation does not resolve the dispute, the parties may pursue any available legal remedy in a court of competent jurisdiction in Tarrant County, Texas. • The prevailing party in any legal proceeding to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and court costs from the non-prevailing party. 14. General Provisions • Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding field usage and supersedes all prior negotiations, understandings, or agreements, whether oral or written. • Amendments. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. • Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. • No Waiver. A party’s failure to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision in the future. • No Agency or Partnership. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Dallas Surf is an independent licensee of field access only. • Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, and electronic signatures shall be deemed valid and binding. 15. Signatures Westlake Academy — Dallas Surf Field Usage Agreement | Page 11 of 11 By signing below, the authorized representatives of each party confirm that they have read, understood, and agree to be bound by the terms of this Agreement. Westlake Academy Charter School Dallas Surf Soccer Club, LLC Town of Westlake Signature Printed Name Kelly Ritchie Michael Fruia Wade Carroll Title Head of School Managing Director Town Manager Date 4/22/26 4/22/26 4/22/26