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HomeMy WebLinkAboutItem 10 - Grant Agreement for Installation of Mini Pitch Soccer Field at Delhi Park Parks, Recreation, and Community Services www.santa-ana.org/parks Item # 10 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 6, 2021 TOPIC: Grant Agreement for Installation of Mini Pitch Soccer Field at Delhi Park AGENDA TITLE: Grant Agreement with United States Soccer Foundation, Inc. the Installation of Mini-Pitch Soccer Field at Delhi Park (Grant Funded) RECOMMENDED ACTION 1. Authorize the City Manager to execute a Grant agreement with United States Soccer Foundation, Inc. for the installation of Mini-Pitch Soccer Field at Delhi Park, in an amount up to $100,000, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment of $120,000 in Acquisition & Development funds received in prior years (Acct. No. 31313002-50001) to the capital expenditure account (Acct. No. 31313260-66220). 3. Approve an amendment to the Fiscal Year 2021-2022 Capital Improvement Program to include the Mini-Pitch Soccer Field at Delhi Park project DISCUSSION The U.S. Soccer Foundation, Inc. (U.S. Soccer Foundation) is leading efforts to fund up to five mini-pitches throughout Orange County. In communities where space is at a premium, the U.S. Soccer Foundation developed what they call the mini-pitch (Exhibit 1). These are small, customized hard court spaces perfectly suited for organized soccer programs and pick-up games. Not only do mini-pitches provide quality-playing surfaces for children and adults, they also transform the look and feel of neighborhoods. The mission of the U.S. Soccer Foundation (Exhibit 2) is to improve lives through soccer and use the transformative power of soccer to create positive, lasting change. By supporting the development of places to play, places to grow, and places to learn, their goal is to ensure that children in underserved communities have easy and affordable access to quality soccer programs that support their physical and personal development. The Foundation envisions a future where every child from every community has a safe place to play and benefit from all that soccer has to offer. Their goal is to engage 1 million children in Soccer for Success and create 1,000 Safe Places to Play mini-pitches by 2026. Grant Agreement for Installation of Mini Pitch Soccer Field at Delhi Park July 6, 2021 Page 2 1 8 5 5 The U.S. Soccer Foundation is proposing to fund and install a mini-pitch soccer field at Delhi Park (Exhibit 3). The mini-pitch grant is $100,000 and funded by Dick’s Sporting Goods Foundation. Installation also includes state of the art LED lighting technology solutions enabling the community to use in dark hours. Salient Terms of the Agreement include: The City of Santa Ana is responsible to provide a concrete or asphalt surface 4,000-8,000 square feet, general maintenance and upkeep after installation, and cannot remove the court within the first 6-8 years. The Foundation’s afterschool soccer program, Soccer for Success, will receive scheduling priority on the Mini Pitch for a minimum of 20 weeks per year, 3 days per week, should Grantee and the Foundation agree upon a suitable program operator. Foundation will be granted usage of the Mini Pitch for one (1) day per year over the first five (5) years following its completion, including, without limitation, for Special Events that are organized by Foundation. Upon completion, the Mini Pitch will be maintained in accordance with its vendor’s recommendations for user safety. Grantee acknowledges and agrees that it will be responsible for the maintenance and safety of the Mini Pitch following its completion. Grantee grants to Foundation the right to permanently place Foundation’s trademark, trade name or any design/logo owned or controlled by Foundation or that of its funding partners, on the surface of the Mini Pitch Grantee will allow Foundation to install signs/banners on the premises on which the Mini Pitch is built in order to promote and recognize the Foundation and other funders for their contribution to the Mini Pitch. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT This grant is awarded in the form of an acrylic mini pitch surface with goal and lighting installation, which is valued by the U.S. Soccer Foundation at approximately $100,000. The City will be responsible for preparation of the site and on-going maintenance. Preparation of the site is expected to be $120,000 and on-going maintenance is expected to be minimal. For the cost of site preparation, the requested appropriation adjustment is as follows, will appropriate Acquisition & Development revenue received from prior years (No. 31313002-50001) in the amount of $120,000. Grant Agreement for Installation of Mini Pitch Soccer Field at Delhi Park July 6, 2021 Page 3 1 8 5 5 Fiscal Year Accounting Unit-Account # Fund Description Accounting Unit, Account Description Amount FY 21-22 31313260-66220 Acquisition & Development Fund Capital Improvements, Improvements Other Than Building $120,000 EXHIBIT(S) 1 Mini-Pitch Soccer System 2 U.S. Soccer Foundation 3 Mini-Pitch Location Map - Delhi Park 4 Agreement 5 Capital Improvement Program Sheet Submitted By: Lisa Rudloff, Executive Director of Parks, Recreation and Community Services Approved By: Kristine Ridge, City Manager All-in-one, modular system • LED lighting • Benches and lockable storage • Galvanized steel surrounding structure • Goals • ADA-compliant access • Beverage holders • Optional signage opportunities Easy, permanent installation Durable, stable structure Comprehensive long-term warranty Mini-Pitch System™ Modular Sports Solution ©2018, 2019 Musco Sports Lighting, LLC · M-2917-en04-4 Exhibit 1 Technical Specifications Lighting • Two LED luminaires • 20-30 fc (200-300 lux) (vary by pitch size) • Equipped with Control-Link® for instant on/off scheduling and remote capabilities Pitch Sizes • 40 ft x 84 ft (12 m x 25 m) pitch: 7650 lb (3470 kg) • 50 ft x 102 ft (15 m x 31 m) pitch: 9400 lb (4264 kg) • 60 ft x 120 ft (18 m x 36 m) pitch: 10,700 lb (4854 kg) • All units are approved for 175 mi/h (78 m/s) winds without any signage and 120 mi/h (54 m/s) with signage Playing Area • Provided by others • Acrylic surface (recommended) Materials • Square tubing and channel material: 11 gauge 0.120 in (3 mm) thick steel • Sheet metal: 12 gauge 0.109 in (2.7 mm) thick • Anchor for asphalt surface: 12 in (304 mm) long, 7/8 in (22.2 mm) diameter, with a 7/16 in (11 mm) female head • Anchor for concrete surface: 1/2 in x 5 1/2 in (12.7 mm x 139.7 mm) • Galvanized after welding Goals and Storage • Goal dimensions: 70 in (1.7 m) tall x 90 in (2.3 m) wide x 34 in (0.9 m) deep • Storage: 20 ft³ (566 l) of storage on two corners with lockable cabinets Delivery • System fits on one truck • Installed in 2-3 days with a 3-person crew Patents Issued and Pending · Control-Link® is a trademark of Musco Sports Lighting, LLC and is registered in Canada and the United States. · ©2018, 2019 Musco Sports Lighting, LLC · M-2917-en04-4 Exhibit 1 At the U.S. Soccer Foundation, we use the transformative power of soccer to create positive, lasting change. By supporting the development of places to play, places to grow, and places to learn, our goal is to ensure that children in underserved communities have easy and affordable access to quality soccer programs that support their physical and personal development. We improve lives through soccer. OUR GOALS We envision a future where every child from every community has a safe place to play and can benefit from all that soccer has to offer. Our goal is to engage 1 million children in Soccer for Success and create 1,000 Safe Places to Play mini-pitches by 2026. Together with our partners, we will make soccer everyone’s game. Exhibit 2 300 Safe Places to Play Mini-pitches are designed to revitalize public spaces and help communities create fun and active places to play soccer. These small, customized hard-court surfaces are perfectly suited for organized soccer programs and pick-up games. Complete with lighting, fencing, goals, and benches, mini-pitches provide a quality playing surface and transform the look and feel of neighborhoods. 300 mini-pitches installed since 2015 Our Impact 32%93%93% of community partners say the mini-pitch serves as a community gathering place 32% of mini-pitch users are new to soccer on average 98%98%98% of community partners say their community feels safer 98% of community partners report that people in their community are more active Our Impact Soccer for Success Soccer for Success is our after-school soccer program, offered free to participants, proven to help children establish healthy habits and develop critical life skills. Led by trained coach-mentors, the program teaches soccer skills while incorporating mentorship and health and wellness lessons to create a fun and safe environment where children thrive. 233,000 83%86%8,000+88%83% of participants have improved their health outcomes 86% of participants stay away from anti- social behaviors 88% of participants work better on a team 8,000+ coach-mentors trained 233,000 Soccer for Success participants all-time OUR PROGRAMS ussoccerfoundation.org @ussoccerfndn @ussoccerfoundation @ussoccerfoundation Exhibit 2 Exhibit 3 MINI PITCH PROGRAM GRANT AGREEMENT – FISCAL YEAR 2022 Pursuant to this Mini Pitch Program Grant Agreement (“Agreement”), dated as of the 6th of July 2021 (“Effective Date”), the United States Soccer Federation Foundation, Inc. (“Foundation”) agrees to award the Grant (“Grant”) to the City of Santa Ana, (“Grantee”) FY21-723, and Grantee accepts such Grant, in accordance with the terms and conditions set forth herein. 1.Foundation:U.S. Soccer Foundation Attn: Grants Department 1140 Connecticut Ave. NW, Suite 1200 Washington, DC 20036 Grantee: City of Santa Ana Attn: Kristine Ridge, City Manager 20 Civic Center Plaza, M-30 P.O. Box 1988 Santa Ana, CA 92702 2.Grant: This Grant, awarded in the form of an acrylic mini pitch surface with goal and lighting installation (“Mini Pitch”), supplied by Musco Sports Lighting (“Vendor”), which shall be valued by Foundation, in its sole and absolute discretion, in an amount up to $100,000. 3.Acrylic Mini Pitch: Consistent with Foundation’s interests in promoting youth soccer, particularly within vulnerable communities, this Grant will provide the Mini Pitch at Delhi Park (the “Grant Project”). Grantee will determine the appropriate location for installation of the Mini Pitch. 4.Execution of the Grant Agreement: Grantee must return an executed copy of this Agreement to the Foundation by the 16th of July 2021. 5.Grantee Covenants: In order to induce Foundation to enter into this Agreement, and to award the aforementioned Grant, Grantee covenants as follows: (a)The Foundation’s afterschool soccer program, Soccer for Success, will receive scheduling priority on the Mini Pitch for a minimum of 20 weeks per year, 3 days per week, should Grantee and the Foundation agree upon a suitable program operator. Should Grantee elect to run the Soccer for Success program itself, a separate agreement will be initiated to enumerate Foundation support and Grantee obligations for program operation. (b)Foundation will be granted usage of the Mini Pitch for one (1) day per year over the first five (5) years following its completion, including, without limitation, for Special Events (as defined below) that are organized by Foundation. Foundation will make best efforts to schedule such usage for dates and times mutually agreed upon with the Grantee, and Grantee will not unreasonably withhold play space time for such usage. For purposes of this Agreement, “Special Events” shall be defined as tournaments, clinics, events, training sessions, media functions and any other similar event the Foundation so determines. Foundation agrees to comply with City’s procedures for use of its fields by third parties including any necessary waivers or proof of insurance required. (c)Upon completion, the Mini Pitch will be maintained in accordance with Vendor’s recommendations for user safety which Foundation will provide to Grantee. Grantee acknowledges and agrees that it will be responsible for the maintenance and operation of the Mini Pitch following its completion. Exhibit 4 -2- (d) Grantee presently owns, or is currently tenant to an appropriate long-term lease of, the property on which the Mini Pitch will be built. An appropriate long-term lease shall mean a lease of at least ten (10) years in length following the Effective Date. (e) Prior to commencing installation of the Mini Pitch, Grantee will obtain, or shall assist (where necessary) in obtaining, all permits, authorizations and consents from third parties, including governmental entities, necessary for the installation of the Mini Pitch. 6. Facts and Representations True and Correct: Grantee hereby affirms the representations made in its conversations and communications with Foundation are true and correct and that Foundation may rely upon the truth and correctness of the representations made in all conversations and communications regarding this Grant Project, without further independent investigation. Grantee further affirms that it has not omitted any material facts, the knowledge of which would adversely impact the awarding of the Grant to Grantee. Grantee avows that no adverse events have occurred since the latest communication which have materially and adversely altered the truth or reliability of the Grant Project, including the tax status of Grantee and the Grantee’s ability to allow successful completion of the Grant Project. Grantee agrees to immediately inform the Foundation within five (5) business days of any material change, in Grantee or the Grant Project, which might affect any terms of this Agreement. 7. Grantee Books and Records: Grantee agrees to maintain sufficient operating and financial books, records and related documentation regarding the activities of Grantee and other evidence sufficient for Foundation to satisfy its fiduciary, public and governmental responsibilities and duties. Foundation shall have reasonable access to the books and records of Grantee for inspection purposes and shall be entitled to copies, as they relate to the Grant Project. 8. Installation of the Mini Pitch. At least thirty (30) days prior to installation of the Mini Pitch (“Installation”), Foundation and Grantee will agree in writing on a mutually acceptable process for Installation including a time table, exchange of necessary information for Installation, safety precautions, and any planning or building requirements necessary to comply with applicable laws including but not limited to permits, traffic safety, park safety, design and construction considerations. Any failure to agree on any substantive term will be grounds for either Party to terminate this Agreement with fourteen (14) days’ notice to the other Party. The Parties will both make best efforts to resolve any disagreements and facilitate Installation. 9. Grantee Reports: (a) Impact Reports: Following completion of the Mini Pitch, Grantee shall complete to Foundation a report, provided by the Foundation, describing the impact of the Mini Pitch. Such report shall be submitted to Foundation annually, for five (5) years after completion of the Mini Pitch and shall include photographs of the Mini Pitch in use by youth soccer players and provide information on play space usage rates, stories of impact on the community, and any other information reasonably requested by Foundation. (b) Site Visits: Grantee will use its best efforts to accommodate any representative of Foundation who requests to conduct a site visit, at the sole cost of Foundation, for the purposes of collecting information about the Grant’s impact. (c) Photographs/Videos/Stories/Testimonials: In addition to submitting digital photographs, videos, stories and testimonials relating to the Grant Project in the aforementioned Impact Reports, the Grantee shall submit the same to the Foundation upon request by the Foundation, including before and after photographs, both in daytime and at night, of the Mini Pitch site area. Exhibit 4 -3- 10. Publicity Material and Recognition: (a) Grantee, upon written approval by the Foundation, shall recognize the Foundation and acknowledge the Grant in Grantee’s written materials, news releases, website and related marketing or publicity. (b) The Foundation shall have the right to publicize, show photographs of, and use the name of the Mini Pitch and otherwise promote its contributions in any and all media, including the Internet . Grantee authorizes the Foundation to utilize those logo or logos, owned or controlled by Grantee and associated with the Grant Project, for related marketing and/or publicity. Foundation will indemnify Grantee for any claim of intellectual property, trademark or copyright infringement related to the use of Foundation’s marks or logos. (c) Grantee agrees to fully assist and cooperate in a mutually acceptable dedication event, should the Foundation request such, which may include appearances by athletes affiliated with the Foundation. 11. Awareness Opportunities: Grantee grants to Foundation the right to permanently place Foundation’s trademark, trade name or any design/logo owned or controlled by Foundation (each, a “Mark” and together, the “Marks”), and/or that of its funding partners, on the surface of the Mini Pitch. Unless Foundation chooses to forego the right, standard Marks will be included during installation of the Mini Pitch, per the rendering found in Attachment A. Foundation may change its Marks at any time in its sole discretion and at its sole cost. Each Mark will remain on the surface of the Mini Pitch for as long as the Mini Pitch is operational, unless removed by Foundation or unless Foundation otherwise gives its written consent to the removal of such Mark. Foundation will indemnify Grantee for any claim of intellectual property, trademark or copyright infringement related to the use of Foundation’s marks or logos. Additionally, Grantee will allow Foundation to install signs/banners on the premises on which the Mini Pitch is built, per the rendering found in Attachment A, in order to promote and recognize the Foundation and other funders for their contribution to the Mini Pitch. 12. Grant Not Assignable: Grant is intended solely for the benefit of Grantee. No benefit of the Grant may be delegated, assigned or otherwise transferred without the advance, written consent of Foundation, which consent shall be in the sole and absolute discretion of Foundation. 13. Proper Authority: Each of the parties and its officers represent and warrant that they are authorized to enter into this Agreement and execute the same without further authority. 14. Absence of Warranties: FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING , BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE RELATING TO THE MINI PITCH OR ANY COMPONENT PART THEREOF, OR ANY OTHER ENTITIES AND THEIR ASSOCIATED SERVICES. IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR PERFORMANCE OF THE OBLIGATIONS HEREUNDER. 15. Assumption of Risk: Grantee hereby agrees to assume all risks and liabilities associated with the use, operation, maintenance, safety and condition of the Mini Pitch. Exhibit 4 -4- 16. Indemnification: (a) Grantee agrees to indemnify, defend and hold harmless Foundation, its parent, subsidiary and affiliated companies, sponsors, benefactors, donors, officers, directors, employees, accountants, attorneys, agents, successors and assigns (“Foundation Parties”) from and against any and all third party claims, demands, losses, damages, liabilities, costs and expenses (including reasonable legal/attorneys’ fees and expenses arising out of or related to any legal proceeding and any legal appeal) (“Claim” or “Claims”) related to the Grant, the Mini Pitch or this Agreement and liabilities of any kind or nature whatsoever, whether in contract, tort, or otherwise, resulting from any claim (including, without limitation, personal injury, death, or property damage) actuall y or allegedly arising out of or in connection with the maintenance, location, or condition of the Mini Pitch, or any person’s use of the Mini Pitch, whether authorized or unauthorized, proper or improper. Grantee’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement. Without limiting this obligation, Grantee will maintain the insurance described in Section 17 of this Agreement. Grantee represents to Foundation that the Mini Pitch does not violate any applicable law, regulation, ordinance, lease, or otherwise violate the rights of any person or entity. (b) Grantor agrees to indemnify Grantee during the installation of the Mini Pitch by Foundation or its subcontractors and when Foundation or third parties at the direction of Foundation utilizes the Mini-Pitch thereafter as follows: Foundation agrees to defend, and shall indemnify and hold harmless the Grantee, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) 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 Foundation, its subcontractors, agents, employees, or other persons acting on its behalf; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Sub- Section or by reason of the terms of, or effects, arising from this Agreement. Notwithstanding the foregoing, to the extent Foundation, its agents or subcontractor’s 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 Foundation, its agents or subcontractors. 17. Insurance Requirements: (a) Insurance Requirements of the Mini Pitch. At all times while the Mini Pitch is in place, Grantee shall provide and maintain, at its expense, the following insurance, or appropriate self-insurance, which shall protect Grantee and the Foundation on a primary basis from any and all Claims arising out of or in connection with the Grant Project and the Mini Pitch pursuant to this Agreement: (i) Commercial General Liability insurance with limits not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. Such insurance shall include coverage for contractual liability, premises liability, products-completed operations, personal and advertising injury, property damage and bodily injury liability (including death). Said policy shall be endorsed to name the Foundation and Foundation Parties as Additional Insureds. (ii) Automobile Liability insurance covering liability arising out of the Grantee’s use, operation and/or maintenance of any auto (including trucks and other construction vehicles), with limits not less than $1,000,000 each accident combined single limit for bodily injury. Exhibit 4 -5- (iii) Workers’ Compensation insurance covering employees of Grantee involved with the use and maintenance of the Mini Pitch, with limits as required by statutory law, including Employer’s Liability coverage with limits not less than $1,000,000 each accident, $1,000,000 disease - each employee and $1,000,000 disease-policy limit. (iv) Umbrella and/or Excess Liability insurance with limits not less than $2,000,000 each occurrence shall apply in excess of the Commercial General Liability, Automobile Liability and Employer’s Liability (v) Participant Accident insurance covering all Participants and other individuals using the Mini Pitch with limits not less than $5,000 per participant for Accident Medical coverage and $1,000 per participant for AD&D coverage. All such insurance required above shall be (1) considered primary with respect to Claims arising out of the use and maintenance of the Mini Pitch. Upon execution of this Agreement, Grantee shall provide Foundation with Evidence of Coverage confirming that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above. (b) Insurance Requirements for Installation of the Mini Pitch. At all times during the installation of the Mini-Pitch, the Foundation and its Installation Vendor shall provide and maintain, at its expense, 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 Foundation, its agents, representatives, employees or subcontractors. i. MINIMUM SCOPE AND LIMIT 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 aggregate limit shall apply 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 Foundation, its agents or subcontractors have 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. 4. If the Foundation, its agents, or subcontractors maintain broader coverage and/or higher limits than the minimums shown above, Grantee requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Foundation, its agents or subcontractors. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Grantee. Exhibit 4 -6- ii. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The Grantee, 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 Foundation, its agents, and subcontractors 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 Foundation, its agents, and subcontractors insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage- For any claims related to this contract, the Foundation Foundation’s vendor, its agents and its subcontractors’ insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Grantee, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the Grantee, its officers, officials, employees, or volunteers shall be excess of the Foundation, its agents and subcontractor’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 Grantee. 4. Waiver of Subrogation- The Foundation, Foundation’s vendor, its agents and subcontractors hereby grant to Grantee a waiver of any right to subrogation which any insurer of said Foundation, its agents and subcontractors may acquire against Grantee by virtue of the payment of any loss under such insurance. Foundation, its agents and subcontractors agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Grantee has received a waiver of subrogation endorsement from the insurer. 5. Self-Insured Retentions- Self-insured retentions must be declared to and approved by the Grantee. The Grantee may require the Foundation, its agents and/or its subcontractors 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 Grantee. 6. 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 Grantee. 7. Claims Made Policies (applicable only to professional liability, see below)- If any of the required policies provide claims-made coverage: a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. Exhibit 4 -7- b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Foundation, it’s agents and/or subcontractors must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage- The Foundation, Foundation’s vendor,, its agents and/or subcontractors shall furnish the Grantee with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins on installation of the Mini Pitch. However, failure to obtain the required documents prior to the work beginning shall not waive the Foundation, its agents or subcontractors obligation to provide them. The Grantee reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure of the Foundation, Foundation’s vendor its agents and/or subcontractors to provide the required verification of coverage prior to the start of any work on installation of the Mini-Pitch shall be grounds for immediate termination of this Agreement. 9. Special Risks or Circumstances- Grantee reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 18. Participant Waiver and Release Forms: To the extent that Grantee requires Participants in its programs or others who use the Mini Pitch to sign waiver and release forms, Grantee shall include the Foundation and the Foundation Parties as released parties in the form. 19. Use of Mark: Notwithstanding anything in this Agreement to the contrary, in the event Grantee desires to use a Mark owned or controlled by Foundation in a manner consistent with this Agreement, Grantee shall first submit a sample of the concept of the proposed use to Foundation for prior written approval, which approval may be withheld in the sole discretion of Foundation. Any such use by Grantee shall create no rights for Grantee in or to the Mark. Each Mark shall remain at all times the sole and exclusive intellectual property of Foundation, and Foundation shall have the right, from time to time, to request samples of use from which it may determine compliance with these terms and conditions. Notwithstanding any provision of this Agreement to the contrary, Foundation reserves, in its sole and absolute discretion, the right to prohibit use of its Marks. 20. Applicable Law; Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to principles of conflict of laws. Each party agrees that any action or proceeding with respect to this Agreement may only be brought in a federal or state court situated in the state of California, and by execution and delivery of this Agreement, such party irrevocably consents to jurisdiction and venue in each such court. 21. Attorneys’ Fees: Grantee agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Foundation in connection with any litigation concerning this Agreement should Foundation prevail against Grantee in such litigation, whether commenced by Foundation or Grantee. Exhibit 4 -8- 22. Third Party Beneficiaries: It is expressly agreed and by this statement specifically intended by the parties that nothing within this Agreement shall be construed as indicating any intent by either party to benefit any other entity or person not a party signatory to this Agreement by any provision or to entitle any such third party to any right of action on account hereof. 23. Notices: Any notices or communications given under this Agreement must be made in writing (a) if to Foundation, at the address of Foundation as hereinabove set forth or at such other address as Foundation may designate by notice, or (b) if to Grantee, at the address of Grantee as hereinabove set forth or at such other address as Grantee may designate by notice 24. Entire Agreement; Modifications: This Agreement contains the entire agreement between Foundation and Grantee and cannot be changed, modified, amended, waived or canceled except by an agreement in writing and executed by each of the parties hereto. 25. Confidentiality: If either Party receives from the other Party information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Each Party 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 Either Party disclosed in a publicly available source; (c) is in rightful possession of the Party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Party without reference to information disclosed by the other Party. 26. Non-Discrimination: Foundation 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 u nder this Agreement. Foundation affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 27. Counterparts and Facsimile Signatures: This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature by any party and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required. Exhibit 4 -9- IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized signatories as of the date first above written. U.S. Soccer Foundation By: _________________________ Name: Rob Kaler Title: COO & General Counsel Date: _____________________ ATTEST CITY OF SANTA ANA _______________________________ ______________________________ DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:___________________________ LAURA A. ROSSINI Chief Assistant City Attorney RECOMMENDED FOR APPROVAL ________________________________ LISA RUDLOFF Executive Director, Parks, Recreation and Community Services Agency 6/24/21 Exhibit 4 ATTACHMENT A Exhibit 4 CITY OF SANTA ANA FY 21/22CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: Site preparation for the installation of a mini-pitch soccer field. Preparation will include excavation and installation of a concrete pad PROJECT NEED: Mini-Pitch fields are designed to revitalize public spaces and help communities create fun and active places to play soccer. These small, customized hard-court surfaces are perfectly suited for organized soccer programs and pick-up games. Complete with lighting, fencing, goals and benches, mini-pitches provide a quality playing surface and transform the look and feel of neighborhoods. PROJECT TITLE: Mini Pitch Soccer Field PROJECT CATEGORY: Bikeway/Park Improvements Park Facility LOCATION MAP AGENCY:DIVISION:CONTACT:DATE: Parks, Rec. & Community Services Administration Ron Ono, Administrative Services Manager 24-Jun-2021 PROJECT COSTS FY 21/22 FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 Construction 120,000 ------ TOTAL 120,000 ------ SOURCE OF FUNDS FY 21/22 FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 A & D District 3 120,000 ------ TOTAL 120,000 ------ Exhibit 5