HomeMy WebLinkAboutUnited States Soccer Federation Foundation - PARCS Grant - 2018 SOCCER FOR SUCCESS GRANT AGREEMENT
This Grant Agreement (this "Agreement") is made and entered into this 6`h day of April, 2018 (the
"Effective Date"), by and between the United States Soccer Federation Foundation, Inc. (the "Foundation")
and the City of Fresno PARCS, FY18-112 (the"Grantee").
ARTICLE 1: GENERAL TERMS
1. 1 Grant Award: The Grant shall be in the form of cash and/or products from the Foundation's Partners
("Product") and shall be valued by the Foundation, in its sole and.absolute discretion, in an amount
equal to$51,750:
(a) Product: The Foundation will provide Product, in the amount of$12,750, which shall be used to
fund Field Equipment and Player Kits.
(b) Cash: The Foundation will provide Cash, in the amount of$39,000 which shall be disbursed in
three installments, comprised of a first installment(the"First Installment")of$13,000,a second
installment(the"Second Installment") of$13,000, and a third installment(the"Third Installment")
of$13,000.All Installments shall be disbursed by the Foundation in accordance with the terms of
Section 2.1 herein.
1.2 Grant Proiect: Grantee will use the Grant to help defray the cost of the Soccer for Success Program
(the "Program"). The Grant will be used by the Grantee to benefit children as is described in the
Grantee's grant application, as submitted to the Foundation(the"Grant Application").
1.3 Grant Term: The term ("Term") of the Grant shall commence on the Effective Date and terminate on
June 30,2019.
1. 4 Program Sessions: During the Term of the Grant, the Grantee will operate the Program for the benefit
of at least 750 unique children and youth in and around Fresno,CA.
The Program will operate during the Term of the Grant for a total of 24 weeks, consisting of two 12-
week Sessions. The Grantee will operate the Program for 12 weeks in the Fall (the "Fall 2018 Session")
and for 12 weeks in the Spring (the "Spring 2019 Session"). The dates operation for each Session
must be reported by the Grantee to the Foundation in accordance with Section 4.3 of this Agreement.
ARTICLE H:FOUNDATION COVENANTS & OBLIGATIONS
2. 1 Grant Payments: The Foundation shall disburse the Cash payments in three (3) installments, which
will be made upon the Grantee's satisfaction of certain requirements herein. The First Installment shall
be paid to the Grantee upon the Foundation's receipt of: (i) an executed copy of this Agreement; (ii) a
Certificate of Insurance which demonstrates the insurance coverage as set forth in Section 4.5 herein;
(iii) the reporting responsibilities prior to the first session in accordance with Section 4.3(a) and 4.3(b)
herein. The Second Installment shall be paid to the Grantee upon the Foundation's satisfaction of the
Grantee's compliance with the terms herein and the Foundation's receipt of: (i) the reporting
requirements for the first session in accordance with Section 4.3(c), 4.3(d), 4.3(e) and 4.3(f) herein. The
Third Installment shall be paid to the Grantee upon the Foundation's satisfaction of the Grantee's
compliance with the terms herein and the Foundation's receipt of: (i)the reporting responsibilities prior
to the second session in accordance with Section 4.3(a)and 4.3(b)herein.
2. 2 Notify Grantee If Payments Will Not Be Made: The Foundation will notify the Grantee if any
payment will not be made because the Grantee is not in compliance with the terms of this Agreement.
The notification will include rationale supporting the Foundation's view that the Grantee is not in
compliance with the terms herein or any other findings that the Foundation determines justifies
withholding payments. The Foundation will work with the Grantee to attempt to resolve the issues.
2.3 Right to Amend or Terminate the Grant: If the Foundation is of the opinion that the Grantee is
incapable of satisfactorily completing their obligations under this Agreement,the Foundation may,at its
discretion, amend or terminate this Agreement. The Foundation will meet with the Grantee to attempt
to resolve the issues before making such a declaration.
2. 4 Site Visits and Audits: The Foundation reserves the right, with reasonable notice,to conduct site visits
to review and evaluate the Grantee's records, activities, organizational procedures and financial
systems, conduct interviews, and provide technical assistance as necessary.
ARTICLE III: GRANTEE COVENANTS& OBLIGATIONS
3. 1 Facts and Representations True and Correct: The Grantee affirms the representations made in its
Grant Application are true and correct and that the Foundation may rely upon the truth and correctness
of the representations made in the Grant Application without further independent investigation. The
Grantee further affirms that it has not omitted any material fact from its Grant Application the
knowledge of which would impact the awarding of the Grant to the Grantee. The Grantee avows that no
events have occurred since the date of such Grant Application which have materially and adversely
altered the truth or reliability of the Grant Application, including: the tax status of the Grantee and the
ability of the Grantee to successfully accomplish what it has set forth in the Grant Application. The
Grantee agrees to immediately inform the Foundation, within five (5) business days, of any material
change to the Grantee or the Grant Application, which might affect any terms of this Agreement.
The Grantee represents to the Foundation that the Program does not violate any applicable law,
regulation,ordinance, lease, or otherwise violate the rights of any person or entity.
3.2 Grantee's 501(0Q) Status; Use of Grant:
(a) The Grantee represents that it is a public charity exempt from tax under IRS Code Section
501(c)(3) and that it holds a valid determination letter from the Internal Revenue Service that it
is not a private foundation within the meaning of IRS Code Section 509(a). The Grantee will
maintain its status as a public charity. Loss of public charity status may result in termination of
this Agreement by the Foundation. The Grantee will promptly notify the Foundation of any
communication from the IRS from which it can be reasonably inferred that there is a risk that
the Grantee may no longer be considered by the IRS as a public charity and will promptly report
to the Foundation all actions subsequently taken by the Grantee and the IRS.
(b) The Grant will be used only for those lawful purposes authorized under IRS Code Section
501(c)(3) and, in particular, for those purposes described in the Grant Application upon which
the Foundation relied in its selection of the Grantee. Any part of the Grant not used for the
purposes consistent with IRS Code Section 501(c)(3), and otherwise in accordance with this
Agreement, shall constitute a default and shall subject the Grantee to having the Award
terminated. The Grantee shall also pay to the Foundation, promptly upon demand, all costs of
collection relating to an attorney after such default, whether or not any action shall be instituted
to enforce this Agreement or to otherwise collect hereunder.
3.3 License,Representations,and Warranties:
(a) During the Term of this Agreement, the Grantee will provide the Foundation with a copy of all
materials it publishes that describe this Grant (whether in written, audio, visual, electronic, or
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other media) and the Grantee's services supported by the Grant(together,the "Materials"). The
Grantee grants the Foundation a royalty-free, non-exclusive, worldwide, perpetual license to
use,reproduce, and distribute the Materials in written, audio, visual, electronic or other media in
furtherance of the Foundation's charitable purposes. The Foundation does not have the right to
sublicense any of the rights to the Materials granted herein.
(b) The Grantee represents and warrants to the Foundation that to the best of its knowledge: (1) it
has the full power and authority to make and perform this Agreement and to grant the rights set
forth in the paragraph above; (2)the Materials are the Grantee's original work(save for excerpts
from other copyrighted materials that may be included with the written permission of the
copyright owners) or the Grantee has acquired sufficient rights for any material contributed to
the Materials by third parties, including the right to sub-license that third-party copyrighted
material to the Foundation, (3) the Materials, and the use of them by the Foundation, do not
violate any copyright, personal or proprietary right or any other right belonging to any third
party, (4) the Materials do not contain any defamatory or libelous material, and (5) all
statements, contained in the Materials,purporting to be facts are true.
(c) Notwithstanding the license in this paragraph, if the Grantee notifies the Foundation in writing
that some portion of the Materials are confidential or that unrestricted distribution of them
might impair their value to the Grantee,the Foundation will not distribute the Materials that the
Grantee designates.
3. 4 Publicity Material and Recognition: The Foundation shall have the right to publicize, show
photographs and video of, and use the name and mission of the Grantee and otherwise promote its
contributions to the Program in any and all media. In addition, the Grantee shall provide the following
recognition elements, making certain that each adheres to the Foundation's Branding Guidelines:
(a) The Foundation logo will be displayed on Grantee's website homepage or partner's page with a
hyperlink to the Foundation's website homepage throughout the Term of the Grant.
(b) The Foundation logo will be displayed on all uniforms provided by the Grantee to its Program
participants during the Term of the Grant. As mentioned above, and as noted within the
Foundation's Branding Guidelines, all logos, names or other marks contained on the official
uniforms of the Program must first be approved by Foundation.
(c) The Foundation, with the cooperation of the Grantee, will be granted the opportunity to direct
up to two(2) Email Blasts related to its general philanthropic efforts, to Grantee's membership,
the content of which will be mutually agreed upon by Foundation and Grantee.
(d) The Foundation shall be included within a Press Release, announcing the awarding of the Grant
that will be distributed to Grantee's membership. In addition, the Grantee will also make best
efforts to note the support of relevant Foundation Partners.
3.5 Use of Foundation LoV: In the event the Grantee desires to use a logo owned or controlled by the
Foundation in a manner consistent with this Agreement, the Grantee shall first submit a sample or
concept of the proposed use to Foundation for prior written approval. Such approval may be withheld by
the Foundation in its sole discretion. Any such use by the Grantee shall create no rights for the Grantee
in or to the logo. Each logo shall remain at all times the sole and exclusive intellectual property of the
Foundation, and the 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. The Foundation reserves the right
to prohibit use of its logo if it determines, in its sole and absolute discretion, that usage thereof is not in
accordance with the terms and conditions of this Agreement.
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3. 6 Grantee Books and Records: The Grantee agrees to maintain sufficient operating and financial books,
records and related documentation regarding the activities of the Grantee and other evidence sufficient
for the Foundation to satisfy its fiduciary, public and governmental responsibilities and duties regarding
the Grant made by it to the Grantee. The Foundation shall have reasonable access to the books and
records of the Grantee for inspection purposes and shall be entitled to copies of the same as they relate
to the Grant and/or the Program.
3. 7 Site Visits:
(a) Ad Hoc Visits: Grantee will use its best efforts to accommodate any representative of the
Foundation who requests to conduct a site visit, at the sole cost of the Foundation, for the
purposes of collecting information about the Grant and/or for marketing purposes.
(b) Open House: Grantee shall host, and schedule in consultation with the Foundation, one (1)
Open House event per Term in which the Foundation's Team, Board of Directors,and/or donors
can observe the Program in-person.
ARTICLE IV: SOCCER FOR SUCCESS PROGRAM OPERATIONS
GRANTEE REQUIREMENTS
4. 1 Soccer for Success Program+ Operations:
(a) Operation: The Grantee shall operate the Program at least three (3) days a week, with at least
60 minutes of moderate to vigorous physical activity during each day of the Program. The
Program must operate for at least 24 weeks during the Term of the Grant as set forth in Section
1.4 herein. The Grantee hereby acknowledges and agrees that it is solely responsible for the
organization, management and operation of the Program and that the Foundation shall have no
obligations arising from the Program whatsoever, except for such obligations specifically
described in this Agreement. All costs and expenses relating to the Program, beyond the Grant
afforded by the Foundation pursuant to this Agreement, shall be the sole responsibility of the
Grantee.
(b) Nutrition and Family EMageme_ut_Components: The Grantee shall integrate a nutrition and
family engagement component to the Program as provided by the Foundation.
(c) General Conduct: The Grantee agrees not to permit any activities during the Program which
are inappropriate or may damage the reputation of the Foundation, its parent, subsidiary and
affiliated companies, sponsors, benefactors, donors, officers, directors, employees, accountants,
attorneys, agents, successors, and assigns ("Foundation Parties"). Neither the Grantee, its
employees, volunteers, coaches, instructors, trainers, officials, agents, and other personnel who
will serve at the Program ("Program Team") or anyone under Grantee's direction or control
shall: (i) engage in any fighting or use physical force; or (ii) use or encourage any abusive,
obscene, objectionable or inappropriate language, behavior, gestures or displays toward any
person.
(d) Trainjig: Every coach must have attended a Foundation training session administered by
Foundation Team or an appropriately qualified Program Team member.
At least one (1) program administrator of the Grantee will attend the 2018 Urban Soccer
Symposium's Soccer for Success administrator's training. As a Grantee, the registration fee for
one(1) program administrator to the Urban Soccer Symposium will be waived.
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Additionally, at least two (2) coaches must attend the 2018 Soccer for Success National
Training, where coaches will be trained on delivering local trainings to the remainder of
Grantee's Program Team.
4.2 Soccer for Success Program Staffing:
(a) Child to Coach Ratio: The Grantee shall maintain a minimum of a 15:1 child to coach ratio.
(b) Team Selection: The Grantee is responsible for the selection of its Program Team.
(c) Background Checks: To protect the children participating in the Program, all Program Team
members will be required to go through a comprehensive background screening conducted by a
vendor approved by the Foundation. Such screening shall include, but not be limited to, the
following law enforcement and public records background checks:
■ Criminal History Check
■ Sex Offender Registry Check
■ Social Security Number Check
■ Address Checks
The Grantee is responsible for securing the appropriate consent, authorization and release forms
from the Program Team. The Grantee agrees that any Program Team members who have been
convicted of or plead guilty to any crime(s) involving any sexual, physical or verbal abuse of
children will not be permitted to serve or interact with the children participating in the Program.
The Grantee further agrees that no Program Team member will be permitted to participate in the
Program until such person has completed a background screening conducted by a vendor
approved by the Foundation. Upon completion of the background screening,-each Program
Team member must submit confirmation of completion to the Grantee. The Grantee shall
submit all confirmations to the Foundation upon request by the Foundation and as further
described in Section 4.3 herein.
4.3 Soccer For Success ProMm Reports: The Grantee must ensure that the following reports, relating to
the Program, are submitted as provided in this section:
(a) Program Site Records: No later than one (1) month prior to the start of each Session, the
Grantee shall create or modify a site record for each active Soccer for Success program site for
the relevant Session, complete with all required information, through Salesforce. Each active
site record must contain at least one Data Entry Group, where applicable player and coach
records will be assigned, indicating their participation at this site for such season.
(b) Coach-Mentor Records: No later than one (1) month prior to the start of each Session, the
Grantee shall create or modify a record for each active Soccer for Success coach-mentor,
complete with all required information, through Salesforce. Each active coach-mentor record
must contain the accurate number of Coach Data records, indicating each instance and location
of where coach-mentors are participating.
Only coach-mentors with confirmed background checks through Salesforce within a Program
Year can participate in the Program that year.
(c) Player_Records: Within the first six (6) weeks of each Session, the Grantee shall create or
modify a record for each active Soccer for Success player, complete with all required
information, through Salesforce. Each active player record must contain a Player Data record
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for each season the player participates. The Grantee will provide pre- and post- Body Mass
Index and PACER information, for all or a portion of the participating players, in a format
determined by the Foundation in its sole discretion, no later than three (3) weeks following the
conclusion of each season. The Grantee will provide attendance information for all participating
players, in a format determined by the Foundation in its sole discretion, no later than three (3)
weeks following the conclusion of each season. The Foundation will provide Grantee with the
appropriate training to properly conduct and report the assessments.
(d) Surveys/Assessments: In a format determined by the Foundation, the Grantee will provide
nutrition and youth development surveys, for all or a portion of the players. The Foundation
will provide the Grantee with the appropriate materials and training to properly conduct the
surveys/assessments. The Foundation will directly administer coach-mentor and parent/guardian
surveys each Session.
(e) li amily/Commtinity Engagement: In a format determined by the Foundation, the Grantee will
provide information on family and community engagement activities/events taking place in
conjunction with the Program.
(f) Photographs, Videos and Stories of the Program: By the conclusion of each Session, the
Grantee will provide (i) high resolution photographs and videos documenting the Program's
impact for the Session, and (ii) at least three (3) Program success story that may be utilized by
the Foundation. Program success stories must be reported through Salesforce. The Foundation
shall have the right to use all photographs, videos and stories provided by Grantee to publicize
the Foundation's support of the Program and the Foundation's philanthropic efforts. The
Grantee will ensure that all necessary permissions have been granted before providing such to
Foundation, and will inform Foundation of any requirements for credit to be given when
particular photographs, videos, or stories are used.
4.4 Particirrant Waiver and Release Forms: The Grantee shall require the parents/legal guardians of all
participants in the Program to sign a waiver and release form approved by the Foundation. No
participant may partake in the Program until such waiver and release has been completed. The Grantee
will collect all waivers and releases and shall make them available for inspection by the Foundation
upon the Foundation's request.
4.5 Insurance: Throughout the Term of this Agreement, the Grantee shall provide and maintain, at its
expense, the following insurance which shall protect the Grantee and the Foundation on a primary basis
from any and all claims arising out of or in connection with the Grant, the Program and the obligations
of the Grantee pursuant to this Agreement.
(a) 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 premises liability,
contractual liability, products-completed operations, participant legal liability, 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.
(b) Automobile Liability insurance,to the extent necessary, covering liability arising out of the
Grantee's use, operation and/or maintenance of any auto (including buses),with limits not less
than $1,000,000 each accident combined single limit for bodily injury and property damage.
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(c) Workers' Compensation insurance covering employees of Grantee serving at the Program,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.
(d) Umbrella and/or Excess Liabili insurance with limits not less than $2,000,000 each
occurrence shall apply in excess of the Commercial General Liability, Auto Liability and
Employer's Liability policy limits.
(e) Participant Accident insurance covering all participants in the Program with limits not less
than $10,000 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 Program; and (2) shall be written by insurance companies that are satisfactory to
Foundation and that are licensed to do business in the state in which the Program takes place.
Grantee shall not allow any of the required policies to be materially changed,reduced or cancelled
unless the Grantee provides thirty(30)days prior written notice thereof to the Foundation.
Upon execution of this Agreement and at each renewal of the required policies, the Grantee shall
provide the Foundation with a certificate of insurance 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.
ARTICLE V: MISCELLANEOUS
5. 1 1widc pendent Contractors: For the purpose of this Agreement,the Foundation and the Grantee shall be,
and shall be deemed to be, independent contractors and not agents or employees of the other. Neither
the Foundation nor the Grantee shall have the authority to make statements, representations or
commitments of any kind, or to take action which shall be binding on the other, except as may be
explicitly provided for herein or otherwise authorized in writing.
5.2 Grant Not Assignable: The Grant is intended solely for the benefit of the Grantee. No benefit of the
Grant may be delegated, assigned or otherwise transferred without the advance, written consent of the
Foundation.
5. 3 Absence of Warranties: THE 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 GRANT,
THE PROGRAM OR THE PERFORMANCE BY GRANTEE OF ANY SERVICES. IN NO EVENT
WILL THE 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.
5. 4 Indemnification: The Grantee agrees to indemnify, defend and hold harmless all 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 Program 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) actually or allegedly
arising out of or in connection with operation, location, or condition of the Program, or any person's
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participation in the Program, 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
4.5 of this Agreement.
5. 5 Applicable Law; Jurisdiction: This Agreement shall be governed by and construed in accordance with
the laws of the District of Columbia, 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 District of Columbia, and by execution and delivery of this Agreement, such party
irrevocably consents to jurisdiction and venue in each such court.
5. 6 Attorneys' Fees: The Grantee agrees to pay all costs and expenses, including reasonable attorneys'
fees, incurred by the Foundation in connection with any litigation concerning this Agreement should the
Foundation prevail against Grantee in such litigation, whether commenced by the Foundation or the
Grantee.
5. 7 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.
5. 8 Notices: Any notice, report, consent or other communication required or permitted to be given
hereunder, unless otherwise stated herein, shall be in writing, and shall be given by delivering such
notice in person, by registered or certified United States mail, postage prepaid and return receipt
requested, or by recognized overnight delivery service and shall be given when received at the following
addresses of the parties hereto unless otherwise designated in writing:
If to the Foundation: If to the Grantee:
U.S. Soccer Foundation City of Fresno PARCS Department
Attn: Grants Department Attn: Shaun Schaefer, Community Services
1140 Connecticut Ave.,NW Manager
Suite 1200 1515 E.Divisadero
Washington, DC 20036 Fresno, CA 93721
5. 9 Entire AL-reement; [Modifications: This Agreement contains the entire agreement between the
Foundation and the Grantee and cannot be changed, modified, amended, waived or canceled except in
writing and executed by each of the parties hereto.
5. 10 Countcrnarts 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.
IN WITNESS WHEREOF,the parties have executed this Agreement by their duly authorized signatories as of
the date first above written.
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U.S. Soccer Foundation
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By: Date: 8/6/2018
Name:Ed Foster-Simeon
Title: President&CEO
City of Fresno PARCS
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