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HomeMy WebLinkAboutS GRANT - US Soccer Foundation grant for west Ten Soccer Center~, ~-ai o 7 ~J FIELD ENHANCEMENT GRANT AGREEMENT Pursuant to this Grant Agreement ("Agreement"), dated as of July 1, 2007 ("Effective Date"), the U.S. Soccer Foundation ("the Foundation") agrees to award the Grant described below ("Grant") to Orange County North Carolina, a body politic and corporate, a political subdivision of the State of North Carolina, for and on behalf of its Recreation and Parks Department, FY07-5504, ("Grantee"), and Grantee accepts such Grant in accordance with the terms and conditions set forth below. Foundation: U.S. Soccer Foundation Attn: Director of Grants Administration & Information Technology 1050 17th Street, NW Suite 210 ~ Washington, DC 20036 Grantee: Orange County Attn: Lori Taft, Director, Orange County Recreation and Parks Department P.O. Box 8181 300 W. Tryon St. Hillsborough, NC 27278 2. Grant Project: !The Foundation and Grantee agree that "West Ten Soccer Complex" (`Grant Project'), is as described in the Grantee's Grant Application, FY07-5504. 3. Grant: The Grant to be awarded shall be in the form of cash and/or a product/service credit and is valued by the Foundation, in its sole and absolute discretion, in an amount equal to $50,000. 4. Grant Conditions: Each of the following conditions must be met to the sole satisfaction of the Foundation, on or prior to October 1, 2007, before the Grant money and equipment credit/services will be delivered to Grantee: (a) Executed Grant Agreement: Grantee must provide the Foundation an executed copy of this Grant Agreement ("Agreement") by October 1, 2007. (b) Non-Profit Status: If Grantee previously submitted a copy of a letter to the IRS requesting anon-profit designation, as required by the 2007 grant application, Grantee must now submit to the Foundation a favorable Determination Letter from the IRS. Should the aforementioned request still be pending with the IRS, Grantee must provide documentation from the IRS indicating such. Municipalities and Counties are exempt from this condition. (This section does not apply if the grantee has already submitted a copy of its IRS non-profit designation.) (c) Leverage: Grantee must provide the Foundation evidence that Grantee has received funds or binding pledges (to be paid within 12 months) for use on the Grant Project in an amount equal to $75,000. (d) Affiliation: Grantee must provide the Foundation documentation verifying Grantee's affiliation, or request for affiliation, with the United States Soccer Federation ("USSF") or one of its member and affiliated organizations. For a complete listing of member and affiliated organizations, see the USSF's "Services" tab at ussoccer.com. Municipalities, Counties and non-soccer organizations are exempt from this condition. 5. Grantee Covenants: Grantee covenants as follows in order to induce the Foundation to enter into this Agreement and to award the Grant: (a) Soccer activities will be given first priority on the field or fields associated with the Grant Project for a minimum of five (5) years or as long as the field or fields is/are operational, whichever is longer; and (b) The Foundation will be granted use of the Field for a total of three (3) days over the first five (5) years after completion of the field(s) for events which include, but are not limited to, tournaments, clinics, training sessions and media functions; and (c) Grantee shall deliver to the Foundation the following supporting information: i. Identification of Grantee employee or representative who will have the authority to determine the day-to-day use of the Field; ii. Description of the criteria that the employee or representative will use to determine usage of the Field (with a preference given to local youth); and iii. A timeline illustrating the start date, the projected completion date and any points in between that mark the achievement of a stated goal of the Grant Project (e.g., commencement of Phase II). 6. Saecial Stipulations: (a) Grant Stipulations: Grantee has been awarded the following: $15,000 in equipment credit/services with Hunter Industries, and $35,000 in cash. Any and all orders placed must be utilized for the Grant Project as described in Section 2 of this agreement. (b) Grant Disbursement Stipulations: i. Cash - If there is a cash component to the Grant, the Foundation will issue a check to the Grantee only when all the conditions set forth in Section 4 have been met and any required supporting documentation, e.g., paid invoices, have been submitted to the Foundation. ii. Product and/or Service Credits with Partners - If the Grant includes a credit for a product and/or service from a member of the Foundation's Partners Resource Center, the credit will be released when the Grantee has met all the conditions set forth in Section 4. The Foundation will notify the Partner when the Grantee has met all of the grant conditions, and the Partner will then contact and work with the Grantee to develop an order fulfilling the credit component of the Grant. -2- (c) Passback Event: Grantee will make best efforts to stage a Passback collection at a mutually agreed upon event (e.g. field dedication, tournament, etc.) held by the Grantee. Passback is a collection of new or gently used soccer equipment and the re-distribution of that equipment to schools, clubs, and youth organizations serving economically disadvantaged players in the local community. See passback.org for more information on the Foundation's Passback Program. 7. Use of Grant: 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 Grantee's grant application submitted to the Foundation and upon which the Foundation relied in its selection of 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 be immediately returned or reimbursed to the Foundation. In addition, Grantee shall also pay to the Foundation, promptly upon demand, all costs of collection relating to such return or reimbursement, including reasonable attorneys' fees if collection is referred to an attorney after default, whether or not any action shall be instituted to enforce this Agreement or otherwise to collect hereunder. 8. Rescission of Unused Grant: Any portion of the Grant which is not expended on the Grant Project by September 30, 2008, shall be immediately subject to rescission. Any portion of the Grant, which is not expended on the Grant Project, due to a material change in Grantee or Grant Project, shall be immediately subject to rescission. 9. Facts ~ Representations True and Correct: Grantee hereby affirms the truth of the facts and representations made in its grant application and that no adverse events have occurred since the date of such which have materially and adversely altered its truth or reliability, the tax status of Grantee, or the Grantee's ability to successfully complete the Grant Project as described within the grant application. Grantee agrees to immediately inform the Foundation of any material change, in Grantee or the Grant Project, which might affect any terms of this Agreement. 10. Grantee Books & Records and Opportunity to Receive Contributions: (a) Books & Records: Grantee agrees to maintain sufficient operating and financial books, records and related documentation regarding the activities of Grantee and other evidence sufficient for the Foundation to satisfy its fiduciary, public and governmental responsibilities and duties. The Foundation shall have reasonable access to the books and records of Grantee for inspection purposes and shall be entitled to copies of the same as such relate to the Grant and/or Grant Program. (b) Opportunity for Voluntary Contributions: Grantee also agrees, for a period of sixty (60) months following July 1S of 2007, to include in all materials related to soccer activities associated with the Grant Project , a listing and link to the Foundation's website. 11. Oversight: (a) Performance Reports: Grantee shall provide to the Foundation an electronic report via email, which describes the progress of the Grant Project in -3- accordance with the schedule set forth within the enclosed Performance Report. In completing the Performance Report, Grantee should place particular emphasis upon whether its performance met or exceeded the representations made within its grant application. In addition, and as part of the Performance Report, Grantee will provide details of expenditures made through use of the Grant. Each Performance Report shall include photographs (preferably digital), of the Grant Project. Grantee gives the Foundation the right to use and publish such photographs within the Foundation's website, collateral materials, annual reports, and newsletters and other marketing materials or emails. (b) Site Visits: Grantee will use best efforts to be available for any member of the Foundation's management team, its Grants Committee, Oversight Committee or Board of Directors who request a site visit, at the sole cost of the Foundation, for the purpose of collecting information and feedback about the Grant Project. 12. Foundation Recognition & Publicity Material: Grantee, upon written approval by the Foundation, shall recognize the Foundation and acknowledge the Grant in Grantee's written material, news releases and related marketing or publicity for a period of at least sixty (60) months following July 1St of 2007. The Foundation shall have the right to publicize, show photographs, use the name of Grantee and the Grant Project and otherwise promote its contributions to such 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. Grantee agrees to hold a dedication event and notify the Foundation of the date the event is scheduled. Should the Foundation request and provide for such, the event may include appearances by athletes affiliated with the Foundation. In order to assist Grantee, The Foundation will provide copies of the Foundation's logo(s) and a standard press release for Grantee to share with the local media. 13. Use of Logo: In the event Grantee desires to use a logo owned or controlled by the Foundation in a manner consistent with this Agreement, Grantee shall first submit a sample or the concept of the proposed use thereof to the Foundation for prior written approval. Such approval may be withheld in the Foundation's sole discretion. Any such use by Grantee shall create no rights for 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. 14. Signage: Grantee will make best efforts, consistent with Grantee's land use regulations, to provide signage at the location of the Grant Project, which may include, but not be limited to, the Foundation name and logo on a sign, field signs or field boards. -4- 15. Grant Not Assignable: The Grant herein made is intended solely for Grantee and for the Grant Project described in the grant application. No benefit of the Grant may be delegated, assigned or otherwise transferred without the advance, written consent of the Foundation, which consent shall be in the sole and absolute discretion of the Foundation. 16. Foundation's Reservation of Rights: The Foundation reserves the right to demand the immediate return of any unused portion of the Grant and to terminate its obligations under this Agreement should it determine, in its sole discretion, that Grantee has not satisfied the terms and conditions of this Agreement or that Grantee has not satisfied state or federal law in connection with the Grant Project. 17. Applicable Law; Jurisdiction: This Agreement, except as otherwise provided herein, 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. 18. Attorneys' Fees: 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. 19. Proper Authority: Each of the parties hereto and their officers represent and warrant that they are authorized to enter into this Agreement and execute the same without further authority. 20. Absence of Warranties: THE FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES HEREUNDER 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 GRANT PROJECT OR THE PERFORMANCE BY THIRD PARTIES 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. 21. Indemnification: Grantee agrees, to the extend permitted by North Carolina law, to indemnify, defend and hold harmless the Foundation and its officers, directors, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, insurers and assigns 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) related to the Grant, the Grant Project or this Agreement and -5- 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 maintenance, location, or condition of the Grant Project, or any person's use of the such, whether authorized or unauthorized, proper or improper. Grantee represents to the Foundation that the Grant Project does not violate any applicable law, regulation, ordinance, lease, or otherwise vi a the rights of ny person or entity. U.S o e Fo nd on ~~ By: ' Name: John A. Koskinen Title: President Orange County, North Carolina By: ~ Name: Laura Blackmon Title: Manager -6-