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Soccer Affiliation Agreement Y SOCCER AFFILIATION AGREEMENT This Soccer Affiliation Agreement ("Agreement") is entered into November i.5 , 2017, by and between the City of Salina, Kansas,(the"City")and Puma Futbol Club, Inc., a Kansas not for profit corporation("Puma"). Recitals A. The City, through its Parks and Recreation Department, operates youth and adult recreational soccer programs, which provide the public with an opportunity to participate in the game of soccer. B. Puma is a provider of programs and curriculums for the development and training of soccer coaches and athletes; and Puma,through its affiliated soccer clubs,hosts and participates in soccer leagues and tournaments throughout the state of Kansas. C. The parties wish to collaborate in connection with their mutual goal of promoting and expanding participation in the game of soccer within the City of Salina,and the City has determined that the collaboration will enhance the recreational opportunities available to the general public. The parties,in consideration of the mutual promises set forth in this Agreement,agree and covenant: 1. Affiliation of Parks and Recreation Soccer Programs. 1.1 Grant of Rights. Subject to the terms and conditions of this Agreement, the City shall have the right to: (a) associate its recreational youth and adult soccer programs (the "City Recreational Soccer Programs") with Puma's name and brand; (b) use the names "Puma Futbol Club", "Puma FC", and "Puma", together with the Puma logo(s) furnished pursuant to Section 1.2 below (collectively, the "Puma Materials") for purposes of indicating, advertising, and promoting the City's relationship with Puma as provided under this Agreement; and (c) use and display the Puma Materials on uniforms and jerseys for the City Recreational Soccer Programs. Puma grants to the City a limited, non-exclusive, royalty free license during the term of this Agreement to use the Puma Materials for purposes of exercising the rights hereunder. The Puma Materials and all associated intellectual property relating thereto, and all intellectual property arising from or relating to Puma's and its affiliates'soccer and futsal activities, including, without limitation, programs and cauricuhrms for the development and training of soccer coaches and athletes, are and shall remain the exclusive property of Puma and/or its affiliates,and nothing in this Agreement shall grant the City any rights therein,except for the limited license for the use of the Puma Materials described in the preceding sentence. 1.2 Furnishing of Puma Materials. Puma shall furnish the City with pre-approved examples of the Puma Materials for use by the City as contemplated under this Agreement, and the City shall not deviate therefrom (or permit others controlled by the City to deviate therefrom) without obtaining the prior approval of Puma(not to be unreasonably withheld or delayed). 1.3 Composite Logos; Grant of License to Puma. The parties shall consult and coordinate regarding the creation of composite logos to be placed on uniforms and jerseys for the City Recreational YI Soccer Programs, and to be used in connection with the advertisement and promotion of the parties' relationship under this Agreement. The City grants to Puma a limited,non-exclusive, royalty free license during the term of this Agreement to use the City's name,logo(s)and imagery for purposes of advertising and promoting the parties'relationship as provided under this Agreement. 1.4 purchase of Uniforms and Jerseys. During the term of this Agreement, the City shall purchase,directly from Puma,all uniforms and jerseys for players and coaches participating in the youth portion of the City Recreational Soccer Programs. Purchase of uniforms and jerseys for players and coaches participating in the adult portion of the City Recreational Soccer Programs shall be optional. The design, appearance,and cost of the uniforms and jerseys shall be determined by the parties from time to time; provided, however, that Puma agrees to sell the uniforms and jerseys to the City at Puma's cost, plus shipping, without mark-up.The uniforms and jerseys sold to the City by Puma may be resold to the public. 1.5 No Other Rights or Obligations of Puma for City Recreational Soccer Programs. Except as otherwise provided in this Section 1 and in Section 4, Puma shall have no other rights or obligations with respect to the City Recreational Soccer Programs. Without limiting the foregoing, the City shall be solely responsible for organizing and registering all teams, and collecting payments from registrants in connection with the City Recreational Soccer Programs. 2. Puma's Club Soccer ProEram. 2.1 Development of Club Soccer Program in Salina. During the term of this Agreement, Puma agrees to diligently pursue the development of Puma's club soccer program ("Puma's Club Program")within the City of Salina and surrounding areas.It is intended that the youth portion of the City Recreational Soccer Program will serve as an entry-level program for Puma's Club Program for players in the City of Salina and surrounding areas. In addition, Puma will diligently pursue the development of leagues and tournaments in the City of Salina and surrounding areas for its Puma Club Program for players resident in the City of Salina and surrounding areas. The parties acknowledge and agree that participation in Puma's Club Program may require travel by players. 2.2 Registration of Participants for Puma's Club,Program. Puma shall be solely responsible for organizing and registering all players and teams, and collecting payments from registrants, in connection with Puma's Club Program. Puma agrees to provide the City with information regarding registrations and participation in Puma's Club Program by players resident in the City of Salina and surrounding areas, from time to time, and upon request of the City, so as to allow the City to track and monitor participation by such players in Puma's Club Program. The parties shall consult and coordinate regarding the registration process for players resident in the City of Salina and surrounding areas and other administrative issues related to such registration, from time to time. Puma shall be solely responsible for administering Puma's Club Program, including but not limited to organizing and managing schedules,leagues,and tournaments. 2.3 Establishment of Registration Pees. Puma shall be responsible for establishing the amount and payment terms of the registration fees to be charged for Puma's Club Program. Notwithstanding the foregoing, Puma agrees that it will consult and coordinate with the City regarding the proposed amount of registration fees for players resident in the City of Salina and surrounding areas, -2 (Ar and Puma's registration fees for such players will be reasonable and reflect the fact that Puma and the soccer teams participating in Puma's Club Program will not be charged a usage fee for their use of the City's outdoor soccer complexes and facilities,as set forth in Section 3.1. 2.4 Allocation of Registration Fees for Club Programs. In consideration of the rights and benefits granted to Puma under this Agreement, and to compensate the City for additional maintenance costs related to increased usage of the City's outdoor soccer complexes and facilities, the City shall be entitled to receive fifteen percent(15%)of all registration fees(excluding tournament fees,coaching fees, uniform fees or any other fees outside of base program registration fees) received from registrants in Puma's Club Program within the City of Salina and surrounding areas. Puma shall remit the City's share of such registration fees directly to the City within thirty (30) days of Puma's receipt of such fees, or at such other interval as the parties may agree. On each annual anniversary date of this Agreement, the parties agree to reevaluate the percentage allocation of such registration fees, and to make any adjustments as may be mutually agreed upon by the parties. 3. Use of City Facilities for Club Program. 3.1 Rights Granted by City. In consideration of the rights granted to the City under this Agreement, and Puma's commitments to develop Puma's Club Program and leagues and tournaments in the City of Salina, Puma and the soccer teams participating in Puma's Club Program shall have the right to use the City's outdoor soccer complexes and facilities, without charge and on a rent-free baths, during the term of this Agreement, subject to the obligation for specialty field costs as provided in Section 3.2 below. Puma acknowledges that the City's soccer complexes and facilities are public facilities, and Puma's rights hereunder are non-exclusive and subject to field availability and capacity. Dates of proposed use by Puma and the soccer teams participating in Puma's Club Program shall be coordinated through the City's Parks and Recreation Department. 3.2 Maintenance of Fields;Specialty Field Costs. The City shall maintain the soccer fields in a manner comparable to other City recreation facilities, and shall provide supplies and labor for lining the fields. The City may charge field preparation and lighting fees to Puma or any team associated with Puma's Club Program that requests field preparation or use of the City's outdoor lighting system at the facilities. The fees will be applicable each time preparation of a field or lighting is requested. Any fees charged shall not exceed the fees charged to other parties for similar services by the City. 3.3 City Control of Facilities. The parties acknowledge and agree that the City's soccer complexes and facilities shall continue to be managed and operated by the City for the use and benefit of the public. Accordingly, the facilities and complexes shall at all times be under the control of the City, and the City shall at all times have the right to control and designate use of the facilities and complexes. 4. City's Advertisement and Promotion of Puma's Club Program. The City agrees to place, without charge to Puma, Puma's logo (and such other Puma Materials and promotional informational materials as the parties may agree upon from time to time) in all soccer advertising and promotional materials developed and distributed by the City. The City shall obtain Puma's prior approval of all advertising and promotional materials which contain Puma's logo or Puma Materials before public distribution of such materials. 3 Y 5. Term. The term.of this Agreemeet shall commence upon executionof this Agreement by both parties,and shall expire on November / ,2022;provided;however,that,after expiration of the initial term, this Agreement shall automatically renew for successive one-year terms unless either party notifies the other of its intent to terminate the Agreementat.least thirty (30) days before the next scheduled renewal date. 6. Indemnification. Puma agrees to and hereby does indemnify, defend and hold harmless the City,its agents,representatives, officers, officials and employees from and against any and all losses, liabilities,costs, expenses, damages, claims, demands, actions, suits, causes,judgments and obligations, including, but not limited to, reasonable attorneys' fees and expenses (collectively "Losses" or individually a"Loss")resulting from (i)any breach or failure of performance hereunder by Puma or any officer, director,agent, subcontractor or employee thereof; (ii)any negligent act omission on the part of Puma or any officer, director, agent, subcontractor, employee, pest or invitee thereof; and (iii) the content and/or use of die advertising and/or other commercial material which Puma furnishes for use pursuant to this Agreement. Only in the manner and to the extent permitted under applicable law, including but not limited to the Kansas Tort Claims Act, K.S.A. 75-6101 et seq., the City agrees to and hereby does indemnify, defend and hold harmless Puma, its agents, representatives, officers, directors, employees and affiliates from and against any and all Losses,but only to the extent the aggregate of such Losses arising out of a single occurrence or accident do not exceed applicable policy limits under the.City's,commercial general liability insurance policy, and only if such Losses result from (i) any breach or failure offperformance hereunder by the City or any officer, official, representative, director,agent, subcontractor or employee thereof; (ii) any negligent act or omission on the part of the City or any officer, official, representative, director, agent, subcontractor,employee, guest or invitee thereof; and (iii) the content and/or use of the advertising and/or other commercial material which the City furnishes for use pursuant to this Agreement. '7. Insurance. During the term of this Agreement, Puma shall procure and maintain commercial general liability coverage written on ISO Occurrence form CO®. 01 or an industry equivalent, which shall cover liability arising from personal injury, bodily injury, property damage, premises and operations, contractual liability, independent contractors and advertising injury. The policy limits shall not be less than the following: (a) each occurrence - $1,000,000; (b) general aggregate $2,000,000; and (c) personal and advertising liability - $1,000,000. The policy shall name the City, its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured(s)shall be as broad as the insurance for the named insured,including defense expense coverage, and shall apply as primary and noncontributory insurance before,any other insurance or self- insurance,including any deductible,maintained by,or provided to,the additional insured(s). 8. Default. If either party fails to comply with any term of this Agreement within ten (10) days after written notice to comply has been mailed by the non-defaulting party to the defaulting party, such failure shall be deemed an immediatebreach of this.Agreement("Event of Default."). 9. Remedies. Upon the occurrence of an Event of Default, the non-defaulting party shall have the following rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: I� -4- rj . • 9.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 9.2 Other Remedies, The non-defaulting party may pursue any available remedy at law or in equity (including specific performance) by suit, action, mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement, to enforce or preserve any other rights or interests of the non-defaulting party under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the non-defaulting party resulting from such Event of Default. 10. Non-Assignable. Due to the unique qualifications and capabilities of Puma, neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party, either in whole or in part. 11. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt, but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or.the next business day,if sent by overnight air courier service.Notices shall be addressed as appears below for each party,provided that if any party gives notice of a change of name • or address,notices to the giver of that notice shall thereafter be given as demanded in that notice: CITY: City Clerk Attn: Chris Cotten, Director of Parks and Recreation P.O.Box 736 Salina,KS 67402-0736 KWU: Puma Futbol Club,Inc. Attn: Rob Million, President 14508 Ballentine Overland Park,KS 66221 12. Relationship. The City and Puma shall be deemed and construed as independent contractors with respect to one another for all purposes and nothing contained in this Agreement chall be determined to create a partnership or joint venture between the City and Puma. The City shall neither have nor exercise any control or direction over the methods by which Puma performs its responsibilities under this Agreement.The sole interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a competent,efficient,and satisfactory manner.Puma shall be exclusively responsible for all taxes, withholding payments, employment-based benefits and deferred compensation plans in connection with its performance under this Agreement,including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents, forms,or returns pertinent to the foregoing. 13. Subcontracting. Puma shall not subcontract any work or services under this Agreement without the City's prior written consent. -5- afrfii` 14. Compliance with Applicable Law. Puma shall comply with all applicable federal,state, and local law in the performance of this Agreement. 15. Administration of Agreement. All references in this Agreement requiring the City's participation or approval shall mean the participation or approval of the City Manager or his designee, unless otherwise provided herein. 16. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party,in addition to any other amounts to which it maybe entitled. 17. Applicable Law;Venue. This Agreement and its validity,construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement,the sole and exclusive venue shall be in the Saline County,Kansas District Court. 18. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable,invalid,or illegal. 19. Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized by the governing body of each party. 20. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators,trustees,successors and authorized assigns of the parties hereto. 21. Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,or in multiple originals,and all such counterparts or originals shall for all purposes constitute one agreement. 22. Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived,.or terminated except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change,waiver,or termination is sought. 23. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breaoh thereof,shall constitute a waiver of any breach or any subsequent breach of such term.No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 24. No Third-Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third-party beneficiaries under this Agreement,and no third parties shall have any rights or make any claims hereunder. -6- 7. 25. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto. {Signature page follows} air\ -7- • IN WJTNFSS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives. CITY OF SALINA,KANSAS By: .:. A.Gage,City Manager PUMA FUTBOL CLUB,INCA /� By: iltrt (name) t'1 I . / ; .o.^ (title) psi 1 7 AIREP CERTIFICATE OF LIABILITY INSURANCE DATE (MWDDD19) THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,cert:--"-.--------'------.h.cnmcnt.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Pullen lnsuranc 6-S Qt, �I — Sports Division 2560 River Par. v )738-6100 FAX: (817)738-2993 Fort Worth, T> contact@pullenins.com J' `AN �t O contact@pullenins.com \ in.-... ERID.Y. KS DRDING COVERAGE NAIC# INSURED Alliance Manage: 1 ‘CT`-"c - .onal Casualty Company 11991 Kansas State Yot • ionwide Life Insurance Company 66869 10529 South \\/al ' ,^ � I,, t Olathe; KS 6606 l lJ� ��' c - . COVERAGES �r �� REVISION NUMBER: 0 THIS IS TO CERTIFY THAT THE F ' )TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING I j, 'QC t ACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED C .ICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS I // . D BY PAID CLAIMS. CY LER ViSR TYPE OF INSURANCE V POOUiiE IE PIRATON UNITS A GENERAL LIABILITY S 9/1/2019 EACH OCCURRENCE _ $$1.000,000 X I COMMERCIAL GENERAL LIABILITY PREMSES(Eaoca rs) 8300.000 nCLAIMS MADE 0OCCUR MED EXP(Any ore person) $5,000 PERSONAL B ADV INJURY $1,000.000 GENERAL AGGREGATE UNLIMITED GEN_AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1.000,000 POLICY nPROJECT nLOC PARTICIPANT LEGAL LIABILITY $1,000,000 A AUTOMOBILE LIABILITY KRO 75627-00 9/1/2018 9/1/2019 COMBINED SINGLE LIMIT $1,000,000 ANY AUTO (Ea accident) BODILY INJURY(Per person) . ALL OWNED AUTOS - BODILY INJURY(Per accident) SCHEDULED AUTOS PROPERTY DAMAGE a HIRED AUTOS (Per accident) X NON-OWNED AUTOS A UMBRELLALIAB X OCCUR XKO 75628-00 9/1/2018 9/1/2019 EACH OCCURRENCE $1,000,000 X EXCESS UAB CLAIMS-MADE AGGREGATE 51.000,000 _ DEDUCTIBLE RETENTION SST ADT1 WORKERS COMPENSATION J TORYUMTS ETR AND EMPLOYERS'LIABILITY YM . AMPROPRIETOR ARTNER,£.XEGUTrvE N/A E.L.EACH ACCIDENT OFFICERt EMBER EXCLUDED? (Mandatory:,NNI E.L.DISEASE-EA EMPLOYEE If yes.dewtt inlet — E.L DISEASE-POLICY LIMIT B PARTICIPANT ACCIDENT MEDICAL BAS-301915-00 9/1/2018 9/1/2019 $100,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,ACdaoral Remarks Schelde.0 more space is retired) This certificate is issued on behalf of Alliance Management Group, LLC Kansas State Youth Soccer Association&Northeast United SC. Certificate Holder is Additional Insured as respects the operations of the Named Insured for sanctioned activities of the state association. CERTIFICATE HOLDER CANCELLATION CITU of Salina SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 300 \V Ash Street THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE Salina, KS 67401 WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION.All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD I