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HomeMy WebLinkAboutSTREETFOOTBALLWORLDc » s c 2 0 m \ ƒ / m _ / 0 n 0 A® / %\ - \ƒ S£ o �\ / «' c° / \ ƒ D C n o g 3 // Z) \\ }2 \ 2 6 / / 2 2 40 �y % 77 D \\ // / < - / G'§ O y 19 g 2 - 3 3 \ \ C Q CD (D £w E E�0 / / k CD Co § m \a %± // 0§ 0 /\\\ o ° _ § o CD 0 o ® n f \ � ® o = g \ } ± § E o 2 / / � � � o CD o _ 0 o - 7 2 § g � ? 7 m � @ INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE; A-2022-140 GRANT AGREEMENT BETWEEN CITY OF SANTA ANA AND C�, STREETFOOTBALLWORLD CV O THIS AGREEMENT is made and entered into on this �� day of July, 2022 by and between ® streetfootballworld plus GmbH, ("Grantor") a limited liability company based in Berlin, Germany, C-D acting as the service provider within the Lay's RePlay project which is funded by Frito-Lay _73 Trading Company and UEFA Foundation for Children, and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City" or "Grantee"). o: PKGS AiTi r�0i} �w•J (Sµ)1 Uu o RECITALS NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: A. City has been selected to be part of Lay's RePlay project. The Lay's RePlay project handbook 2021 is incorporated herein by reference. As part of the Lay's RePlay project, Lay's has partnered with the UEFA Foundation for Children to "bring football pitches to communities across the world, creating a place for them to play the world's favorite sport;" B. Lay's reuses empty chip bags, giving them a second life, and transforms those bags into football (i.e. soccer) pitches; C. The RePlay project football pitch will have a net zero carbon footprint when compared to equivalent 3G installation and will include pitch contents that are 100% recyclable; D. Lay's RePlay project has already installed football pitches in Johannesburg, South Africa; Leicester, United Kingdom; Turin, Italy and Sao Paulo, Brazil; and E. The City of Santa Ana will be the fast location in Northern America to have the Lay's RePlay project football pitch installed. 1. GRANT PROVISIONS A. General Provisions The Grantor and City have a mutual responsibility to exercise good faith and fairness in all dealings. B. Installation of Football Pitch 1) Grantor, as part of the Lay's Replay project, and working with its Lay's Replay project partners UEFA Foundation for Children, Frito-Lay Trading Company, and TenCate Grass/GreenFields will have installed a football pitch ("Pitch") at City's Cesar Chavez Campesino Park ("Park"). 2) Installation of the Pitch shall also include LED lighting and fencing. #210221v1 Page 1 of 10 3) Installation of the Pitch, LED lighting, fencing and the support of the Replay partners through this Grant Agreement shall have a value equivalent to approximately one hundred and fifty thousand dollars ($150,000.00). The grant is funded by Frito-Lay Trading Company and UEFA Foundation for children. 4) City shall not pay any amount for installation of the Pitch. 5) Pitch will be in a location at the Park designated by City that is a minimum of 30 meters x 20 meters. Pitch specifications are outlined generally in the Lay's Replay Handbook 2021 attached hereto as Exhibit A. The estimated site plan overview is outlined in Exhibit B. 6) Pitch will consist of a five -sided community soccer field. 7) Grantor shall ensure that installation of Pitch conforms to all applicable federal, state and local law. 8) Grantor shall ensure that Replay partners and/or any subcontractors installing the Pitch shall obtain all required permits and approvals. 9) Grantor shall ensure that Replay partners and/or any subcontractors installing the Pitch shall comply with all applicable building codes. 10) Once Pitch is installed City commits for a period of ten (10) years from the date of completion of installation to make Pitch available on mutually agreeable dates and time as part of the implementation and programming run by PureGame, an Orange County non-profit youth sports organization. In the event that PureGame is no longer in existence or otherwise unable to provide programming for the Pitch, City commits to work with another mutually agreeable local non-profit organization that conducts youth sports programming. Programming by PureGame or any other local non-profit organization for the Pitch will be subject to a separate agreement between the City and PureGame or other non-profit. 11)Upon completion of installation, Pitch will be maintained in accordance with its vendor's recommendations for user safety. 12) Upon completion of installation, payment of all subcontractors and acceptance of Pitch by City, City will become responsible for the continued maintenance of Pitch. C. Branding of Football Pitch 1) Branding set forth in this subsection will be required for a period of ten (10) years from the date of completion of installation. 2) City agrees to allow certain specified branding elements to remain permanently affixed to the Pitch. These branding elements include on turf branding consisting of a center circle with the Lay's logo and a rectangular UEFA Foundation for children logo. 3) City agrees to allow for the installation of four (4) fixed boards at the entrance to the Pitch. 4) City agrees that side panels and rebound walls of the Pitch will be branded with the logos of streetfootballworld, Lay's Replay, and/or UEFA Foundation for children. 5) The branding is outlined generally in the Lay's Replay Handbook 2021 attached hereto as Exhibit A. 6) Grantor and/or Lay's Replay partners or subcontractors shall obtain all necessary permits and approvals for signage containing branding. 7) Grantor and/or Lay's Replay partners may remove any branding required by this subsection at any time and for any reason during the Agreement. Page 2 of 10 #210221v1 D. Limit on Advertising/Promotion 1) For the first twelve (12) months after completion of installation, City agrees not to promote any activities on the Pitch at the Park funded by commercial sponsors other than PepsiCo. 2) For the first ten (10) years after completion of installation, City agrees not to promote any activities on the Pitch at the Park funded by any company selling packaged snacks or soft drinks. 2. TERM This Grant Agreement shall commence on the date first written above for a period of ten (10) years and may be extended by a writing signed by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 3. INDEPENDENT CONTRACTOR Grantor and all of Grantor's partners under Lay's Replay project shall, during the entire term of this Agreement, be construed to be independent contractors and not an employee(s) of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Grantor and Grantor's partners perform the services which are the subject matter of this Grant Agreement; however, the services to be provided by Grantor and its partners shall be provided in a manner consistent with all applicable standards and regulations governing such services. Grantor and its partners shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 4. INSURANCE Grantor shall procure and maintain from beginning of the construction works until acceptance of the installed Pitch by City, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Grantor and/or any project partner(s), their agents, representatives, employees or subcontractors. A. MINIMUM SCOPE OF INSURANCE- Coverage shall be at least as broad as: 1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply Page 3 of 10 #210221v1 separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3) Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. B. If the Grantor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Grantor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. C. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions: 1) Additional Insured Status- The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Grantor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2) Primary Coverage- For any claims related to this grant agreement, the Grantor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Grantor's insurance and shall not contribute with it. 3) Notice of Cancellation- Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4) Waiver of Subrogation- Grantor hereby grants to City a waiver of any right to subrogation, which any insurer of Grantor may acquire against the City by virtue of the payment of any loss under such insurance. Page 4 of 10 #210221vl Grantor agrees to obtain any endorsement that maybe necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. D. Self -Insured Retentions- Self -insured retentions must be declared to and approved by the City. The City may require Grantor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. E. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. F. Verification of Coverage- Grantor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all ply endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Grantor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. G. Special Risks or Circumstances- City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. H. Grantor will require all partners, subcontractors or other entities performing work pursuant to this Agreement to provide insurance coverage as required in this subsection of the Agreement. 5. PREVAILING WAGE Grantor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Grantor agrees to fully comply with such Prevailing Wage Laws and Grantor agrees that all RePlay partners or subcontractors will be required to comply with all Prevailing Wage Laws. Grantor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Page 5 of 10 #210221vl 6. INDEMNIFICATION Grantor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the construction and installation services of the Pitch described in section 1 of this Agreement except that the indemnification obligation of Grantor for the maintenance of the Pitch shall cease once the ownership of the Pitch passes to the City as specified in SectionlB(12) of this Agreement. Notwithstanding the foregoing, to the extent services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Grantor. INTELLECTUAL PROPERTY INDEMNIFICATION Grantor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the branding, signage or documents provided by Grantor or RePlay project partners to the City pursuant to this Agreement. 8. CONFIDENTIALITY If Grantor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Grantor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Grantor disclosed in a publicly available source; (c) is in rightful possession of the Grantor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Grantor without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Grantor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 6 of 10 #210221vl 10. NON-DISCRIMINATION Grantor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Grantor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Grantor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Grantor. The parties agree that any terms or conditions of any document that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Grantor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. TERMINATION This Agreement may be terminated by either Grantor or the City for good cause. A. Good cause shall include: 1) The other Party (1) entering voluntarily into liquidation, or at any time prior to the expiration of the term of this Agreement, ceasing to carry on business for whatever reason, or (2) breach of any material term of this Agreement that is not cured within thirty (30) days of written notice of such breach by the other Party; 2) The other Party files for bankruptcy or the Party's assets are subject to foreclosure proceedings that are not cancelled within four (4) weeks; and/or 3) There is a significant deterioration in the other Party's financial situation. B. Notice of termination must be made in writing to the address set forth in this Agreement. C. City acknowledges that Grantor and the RePlay partners have invested substantial time and money in the development of Lay's RePlay pitch. In the event that City terminates this Agreement prior to the end of the term, City understands that Grantor and its partners will in turn assess whether the investment period has reached its maturity and breakeven point, including a cost analysis. Grantor and the RePlay partners will determine whether the Pitch, its amenities, its branding, and its visible logos will remain intact in their intended form on the provided location of the Pitch or whether it would be dismantled to serve its Page 7 of 10 #210221v1 purpose elsewhere. 13. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Grantor shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies either by Grantor or by Grantor's subcontractors. Grantor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Page 8 of 10 #210221vl With courtesy copies to: Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-xx) P.O. Box 1988 Santa Ana, California 92702 To Grantor: streetfootballworld plus GmbH Waldenserstr. 2-4, Entrance E 10551 Berlin, Germany Attention: Johannes Axster, Managing Director And Agent for Service of Process: Ms. Lillie Barret -O'Keefe 195 Plymouth Street #509 Brooklyn, NY 112201 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 17. ACCEPTANCE OF SERVICE OF PROCESS In the event that Grantee is served with a lawsuit or to other service of process related to or regarding this Grant Agreement, Grantor agrees and specifically accepts that service of process shall be made on Grantor's designated agent for service noted below. Grantor agrees that said agent for service is authorized to accept service of process on behalf of streetfootballworld and that streetfootballworld expressly agrees to be bound by the terms of this Agreement and to be subject to personal jurisdiction in Orange County, California, United States of America. Agent for Service of Process: Ms. Lillie Barret- O'Keefe 195 Plymouth Street #509 Brooklyn, NY 112201 Page 9 of 10 #210221v1 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. This Agreement may be signed electronically and in counterparts with all counterparts being compiled into one original Agreement. C. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Grantor is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: /U' �. —Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 'Ta". tr. �1A vv Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Parks, Community Services Agency CITY OF SANTA ANA Kristine Ridge City Manager 1"'J,WN ttq tip Johannes Axster Managing Director Streetfootballworld plus Page 10 of 10 #210221vl EXHIBIT A Lay's ReP(ay Handbook 2021 _o a N o vU ow a N • C%o W 0 o O Q O 3 a J �| ƒi jam \ %u AML � � E E m ut momin U w 'O a � � � � ce � � � � �D u }) c C \\E oaE Q) E$G � f}\ 0.> . g0 E -0 a � \\\ O � � /ce «3t 0 \ � y/ E, CL \( \ =_ z \\ = et CA 00 3: 00 � 4) c O {%: C z3} E /72 D)\ O u E=l o 3: \\\ -9Ee .0 � { \{ a. Ta: ±tƒ y \wo §\\ /j= O! 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H x W Z NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Street Football World plus GMBH Name: Project A-2022-140 Number: Project Grant Agreement Between City Of Santa Ana And Name: StreetFootballWorld The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE 230104_Auto AUTOMOBILE LIABILITY WAIVER 01/19/2024 01/19/2023 Liability Waiver_signed.pdf COI City of Santa Ana GENERAL LIABILITY 3AA616803 11/07/2023 12/08/2022 Streetfootballworld plus GmbH.pdf WORKERS COMPENSATION AND WC Declaration WAIVER 06/22/2023 01/19/2023 EMPLOYERS' LIABILITY Rev_signed.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 1/23/2023 2:09 PM