Attachment A

FACILITY MANAGEMENT AGREEMENT This FACILITY MANAGEMENT AGREEMENT (this “Agreement”) is dated and effective as of ____________, by and between the CITY OF STOCKTON, CALIFORNIA, a municipal corporation, (“City”), and JOHN FUHRMAN (“Operator”) for the operation and maintenance of ARNAIZ STADIUM (“Complex”), located at 3329 East Morada Lane in Stockton, California (APN No. 124-300-02). BACKGROUND The City is the owner of Arnaiz Stadium (“Complex”). The Complex consists of approximately 9.51 acres improved with four regulation women’s softball fields, permanent bleachers, portable bleachers, central building hosting a concession stand area, men’s and women’s restrooms, and four softball fields, site lighting, landscaped areas, outside the softball field fences, equipment, garage, paved and striped parking lot, field entrance gate, maintenance gates, and main parking lot gate (“Complex Improvements”). The City has determined the mission of the Complex is to improve the quality of life of youth and adults by providing a facility for quality youth and family recreational programming. The City believes that offering open and green spaces, measurable programming schedule, opportunity for City events and special events on a regular basis will help the City address crime and poverty and is in the best interest of the City’s health. John Fuhrman (DBA Arnaiz Stadium) “Operator” is engaged in the business of providing full service facility management services, including operations and maintenance for the sport facilities. The City desires to engage Operator, and Operator desires to accept such engagement to promote, operate, and manage the Complex on behalf of the City, on the terms and conditions set forth herein. The City intends to work in mutual accord with Operator in order to ensure the use and enjoyment of the complex. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements herein contained the parties hereto, intending to be legally bound hereby agree as follows: 1.

DEFINITIONS.

In addition to capitalized terms defined elsewhere in this Agreement, the following terms have the meanings referred to in this Section 1: “Advertising” means all announcements, acknowledgements, banners, signs panels, scoreboard panels, promotional materials, handouts or other printed materials. “Annual Report” means the Operator shall present, on an annual basis, a program operation plan for the City’s review and approval, to include, but not limited to, softball practices, competitions, league use, tournaments, clinics / training, marketing; and any other service generally offered by public softball facilities. The purpose of this annual

Attachment A

plan is to ensure Complex is used to its full potential and achieve the City’s goal to serve the needs of the youth and adult softball community. This Plan shall incorporate several elements: summary of expenditures and revenue, Financial Report (Article 8 ), Security Plan, Annual Inventory, Final Annual calendar, Capital Improvement Plan (recommendations for capital improvements and capital equipment for 1, 5. And 10 year- costs included when possible). Annual Report shall be received within 90 days of end of fiscal year. “Agreement” means this Facilities Management Agreement. “Authorized Representative” means the person named by either party to be its authorized representative under this Agreement who shall be the liaison for such part with the other party on all matters related to this Agreement. “Bonds” has the meaning provided in Article 3.2. “Calendar” means the monthly calendar with contains 100% of all activities and events held and/or booked at the facility which reported to the City of Stockton and published by Operator before the first of each month. This document shall be amended at the end of the month to incorporate final changes to events calendar. On an annual basis, the City shall receive a final summary and detailed listing of all events at the complex. “Capital Improvements” and “Capital Expenditures” means any and all furniture, fixtures, machinery, equipment, either additional or replacement, having a per item original cost of $5,000 or more and all building additions, alterations, renovations, repairs or improvements that have an initial dollar cost not less than $5,000 per project with a useful life of more than one year. “City” means the City of Stockton, CA “Complex” means the area 9.51 acres of land located at the northwest corner of Morada Lane and Holman Road in the City of Stockton commonly known as “Arnaiz Stadium” and which contains parcel and improvements including softball fields, concession area, announcer’s area, bleachers, restrooms, parking lot. “Complex Improvements” means four regulation women’s softball fields, permanent bleachers, portable bleachers, central building concession stand area, men’s and women’s restrooms, site lighting, landscaped areas, designated property outside the softball field fences, equipment, garage, paved and striped parking lot, field entrance gate, maintenance gates, and main parking lot gate softball fields, and announcer’s booth and area. “Concessions” means the business of selling food, merchandise, and beverages to patrons of the complex at or in connection with Events. “City Events” means all revenue or non-revenue producing sports, entertainment, civic, and other activities sponsored by the City according to the terms of the agreement. “City Manager” means the City manager of the City of Stockton, Ca.

Attachment A

“Event(s)” means all revenue or non-revenue producing sports, entertainment, civic, and other activities conducted at the Complex. “Facility Use Agreements” means the agreement Operator prepares for City review and approval to be entered into by users of the facility. “Fiscal Year” means a one-year period beginning July 1 and ending June 30. “Laws” means all federal, state, local and municipal regulations, ordinances, statutes, rules, laws and constitutional provisions. “Major Repairs” shall be defined as any repair not related to neglect or fault of operator or facility user, in excess of one thousand, five hundred dollars ($1,500) as determined by the City. Major Repairs are the responsibility of the City. Operator shall notify the City in a timely manner if such a repair is needed and the City at its sole discretion shall assess the request and determine if appropriate, if appropriate, City shall coordinate the repair with the Operator. “Management Term” has the meaning set forth in Article 2 hereof. “Material Contract” means any contract which may exceed the term of the agreement. “Monthly Report” means the monthly report, calendar, finalized list of events for the month, and invoice which accompanies payment to City for Tournament revenue sharing which is received by the City 10 days after the last day of the month. “Operating Expenses” means any and all expenses and expenditures of whatever kind or nature incurred by Operator directly or indirectly in promotion, operating, maintaining, and managing the facilities without limitation; provided that operating expenses shall not include expenses or expenses in connection with capital improvements and capital equipment purchases, or costs in excess of $1,500 as identified by the City as a major repair. “Operating Revenue” means any and all revenues of every kind or nature derived by Operator directly or indirectly, from operating, management, promoting the complex. Operating Revenue may include: gate fees, concession sales, sales of advertising/sponsorship banners, scoreboard sponsorship, women’s and girls’ softball practice fees, tournament fees, clinic fees, training fees, exhibition games fees. “Security Plan” means the security plan to be written and updated by Operator as a component of the Annual Plan due within 90 days of end of fiscal year; to be submitted to City for review and acceptance. 2. Management Term. The City grants to Operator, the exclusive right and privileged to operate the complex for the “Term” of this Agreement which shall be three (3) years, commencing on August 1, 2014 and terminating on July 31, 2017. 3. Operation of Complex. Operator shall supervise and manage the general operation, maintenance of all complex improvements generally defined as softball fields, concession area, announcer’s area, bleachers, restrooms, parking lot. Operator shall maintain the complex as defined in Article 7.3: Facility Maintenance.

Attachment A

3.1 Exclusivity. Subject to the terms and conditions set forth in this Agreement, City hereby engages Operator, on an exclusive basis, to manage, operate, promote, maintain, and repair facilities during the Term, and the Operator accepts such engagement. 3.2 Tax Exempt Bond Financing. Operator acknowledges that the City has financed the purchase of the complex with tax-exempt bonds “the Bonds”. Except for any actions that Operator is directed to take by City, Operator agrees that it will not knowingly take any actions that would (i) result in Bonds becoming “private activity bonds” or (ii) would otherwise cause the interest on the Bonds to become subject to federal income taxes. In the event any term or condition in the Agreement shall cause the City or Operator to violate any covenant or condition associated with Bonds or related document, the parties agree to amend this Agreement in a manner to avoid violating any underlying covenant or condition associated with the Bonds. 4. Management Responsibilities. Operator owes to City the duty to perform its obligations under this Agreement and to conduct the management, operation, and maintenance of the Facilities at all times with integrity and good faith consistent with the wellbeing of the greater Stockton Community in a manner consistent with industry practices and all applicable laws, permits, and requirements. Operator shall follow policies and guidelines established by the City that are applicable to the operation and maintenance of the Facilities. Operator shall not enter into material contracts which extend beyond the term of this agreement. 4.1 Booking and Scheduling. Operator is responsible for marketing, booking, and scheduling all Events held at the Complex. All activity, booking, and scheduled events shall be included in the monthly and annual calendar. 4.2 Reporting of Monthly Activities/Monthly Calendar. Monthly, Operator will turn in a complete and calendar/accurate report of all activities booked at the Complex in a manner agreeable by both parties. A final accounting of the month’s activities shall be received within 10 days after the last day of the month. 4.3 Performance Responsibilities. Operator agrees that during the term of this agreement, it shall implement women’s and girls’ softball practices, tournaments, clinics, training, exhibition games and City League play for women’s and girls’ softball. If there are opportunities for activities beyond these responsibilities, operator agrees to communicate future opportunities with authorized representative. 4.4 City Events. City shall have the ability to schedule women’s and girl’s City League games and softball related activities at no cost to the City. City and Operator shall coordinate schedules, as appropriate. If City has an interest in using the complex for events beyond the scope of girl’s and women’s softball, City and Operator authorized representatives shall meet and discuss these opportunities. 4.5 Facility Use Agreements. Operator shall be responsible for negotiating and entering into Facility Use Agreements with all renters and users of the complex. Operator shall be responsible for developing the form of each Agreement and following City Risk Services and contract compliance requirements for users at this City property.

Attachment A

4.6 Security. Operator shall arrange for security for all events at the complex and for general facility security when events are not in progress. Each year, Operator and City representative shall meet and update a written security plan for event which outlines facility and day to day security. The security plan shall include both emergency and non-emergency procedures and protocols to be followed by operator and or any contractor or facility user. Operator shall install and maintain at Operator’s sole expense and cost, a security system and Operator shall be responsible to remove said security system upon termination of the Agreement. 4.7 Other Responsibilities. Operator shall select, schedule, and coordinate all efforts of all parties involved in the operation of the complex and establish and maintain consistent procedures for all activities. 4.8 Concessions. Operator shall operate the concession stand for and on behalf of the City and shall have exclusive right to sell merchandise on said premises. The concession building is equipped with water and electricity hook ups. Contractor shall provide additional necessary equipment at its sole expense and shall retain ownership during the term of the agreement. At the end of the agreement, the Contractor shall remove any equipment purchased by the Contractor; provided that the concession stand is replaced in the original condition. All operating revenues and operating expenditures are the responsibility of the Operator. The operator shall not enter into contracts in conflict with the City’s pouring rights agreement. 4.9 Utilities. City shall furnish Operator with electrical connections and permit Operator to operate electrical equipment used in connection with the Complex. City shall provide adequate hot and cold water to Complex. City shall provide adequate sewage facilities and appropriate drainage to permit activities in the normal and customary manner. The cost of monthly Complex utilities including gas, electric, sewer, water, storm drain, telephone, cable, internet, satellite shall be the responsibility of the Operator. 4.10 Cleaning/Janitorial. All trash resulting from cleaning shall be placed in appropriate containers. Operator shall be responsible for cost of removal of trash from complex. Operator shall keep the complex and complex improvements in a clean and sanitary condition and free from litter, debris, and rubbish at all times. 4.11 Licenses and Permits/Special Events Procedures. Operator shall obtain and Operator’s own expense any and all permits and licenses which may be required by law or ordinance to operate the concession stand and host activities and other use allowed by this agreement. If any event is scheduled which expands beyond the use permit of the complex and requires a special event permit, Operator will comply with City Special Events Permit Process and notify authorized representative of such potential activity. 4.12 Right of Entry/Keys. Installation of Locks and keys will be the responsibility of the Operator. Operator shall furnish one set of keys to City Authorized Representative. Operator may request the installation of a Knox Box to be installed at the expense of the City. Operator shall furnish the keys for the Knox box. City shall maintain right of enter in accordance with Article 7.1. Facility Inspection. Upon termination of Agreement, Operator shall provide a complete set of keys to Complex and Complex Improvements to City.

Attachment A

4.13 Mandatory fingerprinting and drug testing. Operator shall comply with City’s administrative directive with respect to fingerprinting and drug testing of Operator employees. Fingerprinting/ Background Check: The Operator shall comply with the relevant portions of CITY’s Administrative Directive HR-40 regarding who must be fingerprinted and what offenses or disqualifiers will prohibit an individual from working at Complex. The Operator and his employees, if applicable, are required to submit fingerprints in a manner authorized by the State of California Department of Justice. The Operator and all applicable employees shall submit fingerprints prior to start of work. The Operator is responsible for all costs of fingerprinting and background check. Any individual who has been convicted of certain criminal offenses (disqualifiers) is not eligible to work at Complex. In addition, if any of The Operator’s employee(s) assigned is/are subsequently found to have a disqualifying conviction, that/those employee(s) shall be immediately removed from Complex and shall not be allowed to perform any further work under this Agreement. If The Operator is subsequently found to have a disqualifying conviction, the contract may be immediately terminated by CITY. The Operator shall certify in writing to CITY before the first day of operation that neither the Operator nor any of Operator’s employees have been convicted of any of the offenses specified in California Public Resources Code section 5164 or CITY of Stockton Administrative Directive HR-40. 4.14 Laws, Rules, Regulations, Permits, Licenses. Operator shall obtain at Operator’s expense, all and any permits and licenses required by law or ordinance to operate concessions and to host softball tournaments, clinics, exhibition games and all uses related to this Agreement. Operator will conform to and enforce all rules and regulations now and hereafter adopted by City for use and control of Complex. Operator shall apply for and maintain all permits and licenses required for operation and maintenance of all aspects of Complex and Complex Improvements. Operator shall maintain a Business License with the City of Stockton. Operators shall comply with all laws governing operations and maintenance of the complex. 5. Compensation and Operating Revenue Sharing. Operator will receive all operating revenue from gate fees, concession sales, sales of advertising/sponsorship banners, scoreboard sponsorship. Operator will set fees for all facility use: women’s and girls’ softball practices, tournaments, clinics, training, exhibition games. Operator will set fees for travel ball tournaments and pay the City $750.00 for each travel ball tournament. The Operator shall not charge or set fees for City League play for women’s and girls’ softball, and other designated City Events. Compensation due to City will be paid within 10 days of the end of the month to include Monthly Report, Event List, and Calendar in a form agreeable to both parties. 6. Capital Improvements and Capital Equipment. The obligation to pay for, and authority to perform, direct and supervise Capital Equipment and Capital Improvement purchases shall remain with the City and will not be considered Operating Expense. City shall retain the discretion to determine whether and what level to fund Capital Equipment and Capital Improvements purchases for the Facilities. Operator recommendations shall be included in the Annual Plan. 7. Facility. Operator shall manage and maintain all Complex improvements and equipment and comply with City rules regarding inspections, inventories, maintenance, and janitorial duties. Operator will be responsible for all maintenance, without limitation,

Attachment A

except as identified as a City Responsibility. The expense of these duties shall be considered an Operator expense. 7.1 Facility Inspection. The City designated representatives shall have the right to enter and inspect complex and complex improvements, observe performance of Operator of its obligations under this Agreement, to install, remove, adjust, repair, replace, or otherwise handle any equipment, utility lines, or other matters in, on, or about the Complex, or to do any act or thing which the City may be obligated to have the right to do under this Agreement. In connection with the exercise of these rights, the City will endeavor, but not be required to advance notice to Operator for security purposes and to minimize an interference with or disruption of Operator’s work under this Agreement. This is not intended to limit other rights of the City under this Agreement, or impose or construed to impose any independent obligation to construct, maintain, or make repairs, replacements, alterations, additions, or improvements, or create independent liability for any failure to do so. If Operator is not available, City will have right to enter without prior notice to protect health and safety of life or protection of property during an emergency. Under emergency circumstances and entry without Operator, City shall contact Operator at first opportunity to discuss incident. 7.2 Facility Inventory. The City provides facilities, equipment and fixtures for complex operation, and Operator may furnish, at Operator’s sole cost and expense, said fixtures and equipment; with city approval, alterations and additions. The City and Operator shall, within 15 days of execution of contract, establish a comprehensive inventory of City and Operator equipment, fixtures, and property. This inventory will be included and updated upon if material changes are made throughout the year, and will be included as part of the Annual Plan. 7.3 Facility Maintenance. Operator shall be responsible for minor repairs associated with the normal day to day operation of the facility including but not limited to fence repairs, lighting, routine scoreboard maintenance, bleacher repairs, minor painting of common areas, routine preventative maintenance costs on equipment and hardware. These expenses shall be considered an operating expense of the Operator. If there is uncertainty regarding the responsibility of facility maintenance, the authorized representatives shall meet and confer. Major Repairs, repairs above $1,500 are the responsibility of the City. 7.4 Alterations and Additions. Operator shall not make any alterations or additions to any of the Complex Improvements or to any equipment belonging to City without first having secured prior written consent of City. Any alternations, additions, or changes requested by Operator and approved by City shall be made at the sole expense of Operator and shall, upon termination of this Agreement, become the property of City. Any alterations, additions or changes requested by city shall be made at the expense of the City and upon acceptance by City shall become City property. 7.5 Landscaping. Monthly landscaping maintenance costs shall be considered operating expenditures will be paid by Operator. These costs include mowing, edging, fertilizing, aerating, trimming, tree trimming, weed control, reseeding, sod and field grounds keeping duties, ornamental plant material, trimming plants, replacing plant material. These duties also include replacement and repair of irritation lines, and sprinkler heads.

Attachment A

7.6 Scoreboard Maintenance. Scoreboard maintenance shall be considered an operating expenses and the responsibility of the Operator. 7.7 Lighting. The Operator shall be responsible for the day to day repairs and lamping of lighting in the complex and complex repairs. These costs shall be considered an operating expense. 7.8 Parking Lot maintenance. The Operator shall be responsible for day to day repairs in the parking lot, which shall be considered an operating expense. The City will be responsible for resurfacing, and restriping. 7.9 Graffiti abatement. Graffiti abatement is the responsibility of the operator, and considered an operating expense. 7.10 Major Repairs. Major Repairs (repairs in excess of $1,500) will be the responsibility of the City. Any “major repairs” to any of the complex improvements shall be made at the sole cost and expense of the City as determined by the City unless the repair or replacement is made necessary by neglect or fault of Operator or Facility User which in that case shall be the sole responsibility of the Operator. Major repairs shall be approved by city before scheduled and coordinated (in advance of commitment for contract or expenditure) with City representative. 8. Records, Audits, Reports. Operator shall keep true and correct records of all gross receipts operating revenue and expenditures and submit an annual report to the City within 90 days of the end of the fiscal year (October 1). Records shall include all items reasonably necessary to verify gross receipts reported in Operator’s Annual Financial Report. All records shall be kept for not less than five (5) years after delivery of required annual report. The City shall have the right, at reasonable time and from time to time after giving reasonable notice, to do any of the following: audit records, cause an audit at City’s expense, make abstracts from records, copy records, and examine all permits and licenses. 9. Employees. Operator shall hire all personnel necessary for the management, operation, and maintenance of the Complex. It is understood that none of the Contractor’s employees are or shall be deemed to be employees, agents, or representatives of the City. Contractor shall furnish a list of employees engaged to work at the Complex Field to the City. Contractor shall also provide necessary employee identification of personnel while on Complex grounds. It is agreed and understood that this is not a contract of employment and no employer and employee relationship exists between City and Operator or any of the Operator’s employees. Operator or Operator employees at the facilities shall not for any purpose be considered to be employees of the City, and Operator shall be solely responsible for their supervision and daily direction and control and for settling and paying as an operating expense of Operator, their compensation (including federal, state and local income tax withhold as well as employee benefits), and all costs related to their employment. All persons required to have employer/employee relationship with Operator will maintain personnel matters directly with Operator in accordance with Operator procedures. 10. Nondiscrimination. In performing services under this Agreement, Operator shall not discriminate in the employment of Operator employees or in the engagement

Attachment A

of any subcontractors on the basis of race, color, religion, sex, marital status, national origin, ancestry, age or any other criteria prohibited by law. 11. Condemnation. If the whole or any substantial part of the Complex shall be taken by any paramount public authority under the power of eminent domain, then this Agreement shall be terminated as to such Facilities from the day when the possession of that part shall be taken for said public purpose. All damages awarded for this taking shall belong to and be property of City, subject to terms of the sale of the Bonds which funded the acquisition and all agreements pertaining to that sale including without limitation all related agreements. However, City shall not be entitled to any portion of the award made for loss of business installation or improvements belonging to Operator, if any. 12. Hold Harmless and Insurance. Operator agrees to indemnify, save, hold harmless, and at City's request, defend the City, its officers, agents, and employees from any and all costs and expenses (including attorney and legal fees), damages, liabilities, claims, and losses occurring or resulting to the City in connection with the performance, or failure to perform, by Operator, its officers, agents, subcontractors, employees, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable under this Agreement, and from any and all costs and expenses (including attorney and legal fees), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement. Operator shall provide and keep in force during the term of this Agreement an insurance policy at Operator’s sole cost and expense and for the full term of the resultant contract or any extension thereof, shall obtain and maintain at least all of the insurance requirements listed in Exhibit A. Proof of insurance coverage for personal injury and property damage, including commercial, general and automobile liability and contractual liability shall be provided in a form acceptable to the City. The City of Stockton shall be named an additional insured by separate endorsement. Vendor shall provide notice to the City of any change in or limitation of coverage or of cancellation no less than 30 days prior to the effective date. Proof of worker’s compensation coverage pursuant to statutory requirements shall also be provided. All policies, endorsements, and certificates shall be subject to approval by the Risk Manager of the City to Stockton as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. Maintenance of proper insurance coverage is a material element of this contract and that failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract. All coverage shall be provided by a carrier authorized to transact business in California and shall be primary. Exhibit A: Insurance Requirements. 13. Assignment. Operator shall not assign or transfer any of the rights, licenses, privileged or any part thereof this agreement without prior written consent of the City. This Agreement cannot be assigned involuntarily or by operation or process of law and in case Operator is adjudged to be bankrupt or insolvent Operator makes a general assignment to benefactor or creditor, or Operator fails to release any levy of attachment upon property of Operator within ten (10) days after such levy is made, then it shall be

Attachment A

optional with City to consider any of the same as breach of this Agreement, and to cancel and terminate this Agreement, but nothing herein contained shall be constructed to compel City to do so. 14. Termination by Operator or City. Operator or City shall have the right to terminate this Agreement with a 60 day notice to the other party. In the event the Operator terminates the agreement, the Operator shall have the right to remove all personal property, and fixtures and equipment as identified in Inventory. If the operator fails to comply with any portion of the agreement, Operator shall be given written notice that issues of non-compliance will have 30 days for corrective action before a termination notice is provided. In the event City terminates the rights, licenses, and privileged herein contained or granted, it shall be lawful for City to immediately thereafter to remove all property of the Operator form the Complex and immediately make property of Operator available to Operator. 15. No Partnership. Nothing herein contained is intended to be construed as creating or establishing a relationship of partners, or a joint venture between Operator or City. Operator shall not be considered a tenant, and shall gain no right to occupy facilities as a tenant or any other property right or interest in the facilities by virtue of this Agreement. 16. Advertising. Operator shall have permission to sell temporary advertising banners for the facility or for tournaments. Such banners shall be fixed to fencing and positioned toward the infield. Operator shall have permission to sell advertising on scoreboard in space provided. 100% of advertising revenue shall be considered Operator revenue. 17. Notices. Any notice, delivery, request for payments, or notice to be given hereunder by either party to the other may be effected by personal deliver, in writing, or by mail and shall be deemed communicated as of the date of actual receipt. Mailed notices shall be addressed as set forth below, but each party may change its address by delivery of written notice in accordance with this paragraph. TO OPERATOR:

John Fuhrman DBA Arnaiz Stadium 5452 Shippee Lane Stockton, CA 95209 Phone: 209-915-0035

TO CITY

City of Stockton Community Services Director 605 N. El Dorado Street Stockton, CA 95202 209-937-8206

18. Taxes/ Possessory Interest. Operator and City agree they believe this Agreement does not create a possessory interest subject to possessory interest or property taxes levied or assessed on such interest. Operator and City agree and acknowledge that this Agreement may be adjudged to create a possessory interest in the Complex subject to applicable possessory interest taxes or property taxes levied on

Attachment A

such interest. Either party shall have the right to contest in good faith any such taxes are due, such taxes shall be paid by Operator and Operator shall hold City harmless therefrom, including any costs and attorney fees Operator may have incurred in contesting such tax. All payments would be considered an Operator expense. 19. Severability. The provisions of this Agreement are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation of law or agreement of the parties, the remainder of the provisions or terms not expressly declared void shall remain enforceable and in full effect. 20. Governing Law: The provisions of this Agreement and any and all disputes arising therefrom shall be interested in accordance with and pursuant to the laws of the State of California. Any lawsuit pertaining to any matter arising under, or growing out of, this Agreement shall be instituted in San Joaquin County, California. 21.

Integration and Modification

This Agreement represents the entire integrated agreement between OPERATOR and CITY; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by written instrument signed by OPERATOR and City Manager. All Exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached Exhibits, the terms of this Agreement shall prevail. ARTICLE 22:

AUTHORITY AND EXECUTION

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts constitute one and the same instrument. ATTEST:

CITY OF STOCKTON

______________________________ BONNIE PAIGE CITY CLERK, CITY OF STOCKTON

BY:_________________________ KURT WILSON CITY MANAGER

APPROVED AS TO FORM: JOHN LEUBBERKE CITY ATTORNEY

PROFESSIONAL

BY:_________________________ DEPUTY CITY ATTORNEY

::ODMA\GRPWISE\COS.LIB.LIB_Library:73494.1

JOHN FUHRMAN, DBA ARNAIZ STADIUM