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HomeMy WebLinkAboutResolution No. 2013-117.A-- Suggested by: Adb Ike ciyy CITY OF KENAI RESOLUTION NO. 2013 -11 A RESOLUTION OF THE COUNCIL OF THE CITY OF KENAI, ALASKA, CCEPTING A GRANT IN THE AMOUNT OF $200,000 FROM THE U.S. SOCCER FO NDATION FOR THE INSTALLATION OF A TURF SOCCER /FOOTBALL FIELD AT AI CENTRAL HIGH SCHOOL. WHEREAS, the City submitted a grant application to the U.S. occer Foundation for construction of an artificial turf soccer /football field; and, WHEREAS, the City was successful in its grant applicatio receiving notification of a grant in the amount of $200,000 for installation of Field rf artificial turf from the U.S. Soccer Foundation on January 28, 2013; and, WHEREAS, the City, in cooperation with the Kenai eninsula Borough, has determined that an artificial turf soccer /football f ility at Kenai Central High School is a valuable project to support high school and ther athletic events; and, WHEREAS, the State of Alaska has appropri ed $1.9 million and the City of Kenai has appropriated $125,000 for the Kenai C ntral High School Artificial Turf Field and Track Reconstruction Project; and, WHEREAS, the Kenai Peninsula Boro gh has undertaken a project to construct a new artificial turf field and new track pr ect at Kenai Central High School; and, WHEREAS, the acceptance of grant will provide a voucher in the amount of $200,000 to be used for the p chase of FieldTurf artificial turf for the project. NOW, THEREFORE, BE IT SOLVED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA, that the City M ager is authorized to accept a grant in the amount of $200,000 for the purcha of FieldTurf artificial turf for the Kenai Central High School Artificial Turf Field and rack Reconstruction Project. PASSED BY THE COYJNCIL OF THE CITY OF KENAI, ALASKA, this 20th day of February, 2013. 7 PAT PORTER, MAYOR ATTEST: Modigh, City Clerk " "Villaye with a Past, C# with a Future 210 Fidalgo Avenue, Kenai, Alaska 99611 -7794 Telephone: 907 - 283 -7535 / FAX: 907 - 283 -3014 1III�t / 1992 U MEMO: TO: City Council FROM: Rick Koch, City Manager DATE: February 15, 2013 SUBJECT: Resolution 2013 -11, Acceptance of a Grant from the U.S. Soccer Foundation The purpose of this correspondence is to request Council approval of the above referenced resolution. This resolution provides authorization for the City Manager to accept a grant in the amount of $200,000 from the U.S. Soccer Foundation to be used towards the purchase of FieldTurf artificial turf for the Kenai Central High School Artificial Turf Field and Track Reconstruction Project. Thank you for your attention in this matter. If you have any questions please contact me at your convenience. S®CVER FOUNDATION® FOR IMMEDIATE RELEASE Contact: Rick Koch, Kenai City Manager rkoch@ci.kenai.ak.us (907) 283 -8223 The City of Kenai Receives U.S. Soccer Foundation Grant Kenai, Alaska— The U.S. Soccer Foundation has awarded a grant to the City of Kenai to support youth and adult soccer programs of the Kenai Peninsula and State of Alaska The U.S. Soccer Foundation, the major charitable arm of soccer in the United States, announced that it has awarded 48 grants totaling more than $2.4 million to non - profit organizations serving youth in underserved areas across 21 states and the District of Columbia. The Foundation strives to assist and grow the sport of soccer, as well as improve the well -being of children in under- resourced communities, by awarding grants to support all aspects of the game. Specifically, non - profit organizations that provide children with the opportunity to play soccer and live a healthy lifestyle are awarded grants to support their programming and field- building initiatives. Of the 48 grant awards distributed by the U.S. Soccer Foundation, 29 were given as part of the Safe Places to Places to Plate program. Supported by adidas and FieldTurf, the Safe Places to Play program develops or enhances field spaces in underserved areas to provide safe places for children to play. To date, the Foundation has helped create or improve over 1,100 safe places for children nationwide. Kenai Mayor Pat Porter stated "the City and citizens of Kenai are grateful recipients of this important grant. The involvement and support of the U.S. Soccer Foundation is key to providing an artificial turf facility that can meet the needs of the rapidly growing soccer community on the Kenai Peninsula. It has only been three years since the City constructed a four - soccer -field natural turf facility and we have already hosted three State tournaments. The new artificial turf facility will provide the opportunity for high capacity of use without the accompanying damage common to natural turf fields, and allow for State Tournament play at the high school level, which has not been possible on natural turf fields." "The U.S. Soccer Foundation believes that every child should have the opportunity to enjoy the game of soccer in an environment that is safe and promotes positive development," said Ed Foster - Simeon, president and CEO of the U.S. Soccer Foundation. "We are happy to support organizations that, through impactful community -based programs, harness the power of soccer to improve the well -being of children." Support for the U.S. Soccer Foundation's grant process is provided by the Foundation's corporate partners, including Eurosport, FieldTurf, Hunter Industries, Musco Sports Lighting, PEVO Sports and Page 1 of 2 Sport Court. Since its inception in 1994, the U.S. Soccer Foundation has now awarded more than $59 million in grant awards to non - profit organizations in all 50 states and the District of Columbia. A Press Conference will be held at the City of Kenai City Council Chambers at 210 Fidalgo Avenue, Kenai, Alaska on Friday, February 8 at 3:00 p.m. About the U.S. Soccer Foundation The U.S. Soccer Foundation is a recognized leader in sports -based youth development programs for children in underserved, urban communities. Since its founding in 1994, the organization has provided more than $59 million in funding to create and sustain innovative programs across all 50 states and the District of Columbia. Proven to deliver positive health and social outcomes, the Foundation's affordable initiatives offer safe environments in which both boys and girls thrive. Headquartered in Washington, D.C. the U.S. Soccer Foundation is a 501(c)(3) organization. Visit www .ussoccerfoundation.org to learn more. Editor Note: For your understanding, we are a separate entity from USSF /US /U.S. Soccer. When referring to the U.S. Soccer Foundation, please refer to it by its proper name. Page 2 of 2 W 1 SOCCER FOUNDATION® FOR IMMEDIATE RELEASE Contact: Rick Koch, Kenai City Manager rkoch@ci.kenai.ak.us (907) 283 -8223 The City of Kenai Receives U.S. Soccer Foundation Grant Kenai, Alaska — The U.S. Soccer Foundation has awarded a grant to the City of Kenai to support youth and adult soccer programs of the Kenai Peninsula and State of Alaska The U.S. Soccer Foundation, the major charitable arm of soccer in the United States, announced that it has awarded 48 grants totaling more than $2.4 million to non - profit organizations serving youth in underserved areas across 21 states and the District of Columbia. The Foundation strives to assist and grow the sport of soccer, as well as improve the well -being of children in under - resourced communities, by awarding grants to support all aspects of the game. Specifically, non - profit organizations that provide children with the opportunity to play soccer and live a healthy lifestyle are awarded grants to support their programming and field- building initiatives. Of the 48 grant awards distributed by the U.S. Soccer Foundation, 29 were given as part of the Safe Places to Plav program. Supported by adidas and FieldTurf, the Safe Places to Play program develops or enhances field spaces in underserved areas to provide safe places for children to play. To date, the Foundation has helped create or improve over 1,100 safe places for children nationwide. Kenai Mayor Pat Porter stated "the City and citizens of Kenai are grateful recipients of this important grant. The involvement and support of the U.S. Soccer Foundation is key to providing an artificial turf facility that can meet the needs of the rapidly growing soccer community on the Kenai Peninsula. It has only been three years since the City constructed a four - soccer -field natural turf facility and we have already hosted three State tournaments. The new artificial turf facility will provide the opportunity for high capacity of use without the accompanying damage common to natural turf fields, and allow for State Tournament play at the high school level, which has not been possible on natural turf fields." "The U.S. Soccer Foundation believes that every child should have the opportunity to enjoy the game of soccer in an environment that is safe and promotes positive development," said Ed Foster - Simeon, president and CEO of the U.S. Soccer Foundation. "We are happy to support organizations that, through impactful community -based programs, harness the power of soccer to improve the well -being of children." Support for the U.S. Soccer Foundation's grant process is provided by the Foundation's corporate partners, including Eurosport, FieldTurf, Hunter Industries, Musco Sports Lighting, PEVO Sports and Page 1 of 2 Sport Court. Since its inception in 1994, the U.S. Soccer Foundation has now awarded more than $59 million in grant awards to non -profit organizations in all 50 states and the District of Columbia. A Press Conference will be held at the City of Kenai City Council Chambers at 210 Fidalgo Avenue, Kenai, Alaska on Friday, February 8 at 3:00 p.m. About the U.S. Soccer Foundation The U.S. Soccer Foundation is a recognized leader in sports -based youth development programs for children in underserved, urban communities. Since its founding in 1994, the organization has provided more than $59 million in funding to create and sustain innovative programs across all 50 states and the District of Columbia. Proven to deliver positive health and social outcomes, the Foundation's affordable initiatives offer safe environments in which both boys and girls thrive. Headquartered in Washington, D.C. the U.S. Soccer Foundation is a 501(c)(3) organization. Visit www.ussoccerfoundation.org to learn more. Editor Note: For your understanding, we are a separate entity from USSF/US /U.S. Soccer. When referring to the U.S. Soccer Foundation, please refer to it by its proper name. Page 2 of 2 SYNTHETIC GRASS FIELDS PROGRAM GRANT AGREEMENT — FISCAL YEAR 2013 Pursuant to this Synthetic Grass Fields Program Grant Agreement ( "Agreement "), dated as of January 16, 2013 ( "Effective Date "), the United States Soccer Federation Foundation, Inc. ( "Foundation ") agrees to award the Grant ( "Grant ") to City of Kenai ( "Grantee "), and Grantee accepts such Grant, in accordance with the terms and conditions set forth herein. Foundation: U.S. Soccer Foundation Attn: Grants Department 1211 Connecticut Ave., NW Suite 500 Washington, DC 20036 Grantee: City of Kenai Attn: Rich Koch 210 Fidalgo Avenue Kenai, AK 99611 2. Grant: Grant, awarded in the form of a FieldTurf product/service credit voucher, shall be valued by Foundation, in its sole and absolute discretion, in an amount equal to $200,000. The Grant is being awarded based on Grantee's responses to its Grant Application, FY13 -40 as submitted to the Foundation ( "Grant Application "). 3. Synthetic Grass Field: Consistent with Foundation's interests in promoting youth soccer, particularly within vulnerable communities in urban areas, Grantee will use Grant to help defray the cost of Grantee's purchase of a FieldTurf synthetic grass soccer field ( "Synthetic Grass Field ") at the property set forth in the Grant Application, as defined herein ( "Grant Project "). 4. Execution of the Grant Agreement: Grantee must return an executed copy of this Agreement to the Foundation by February 1, 2013. 5. Grantee Covenants: In order to induce Foundation to enter into this Agreement, and to award the aforementioned Grant, Grantee covenants as follows: (a) Soccer will be given scheduling priority on, and majority use of, the Synthetic Grass Field for as long as it is operational. Majority use shall mean use of greater than fifty per centum (50 %) for all scheduled activities on the Synthetic Grass Field. (b) Foundation will be granted usage of the Synthetic Grass Field 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, FieldTurf and /or adidas. 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 field 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, FieldTurf and /or adidas so determine. (c) Upon completion, the Synthetic Grass Field will be fenced and otherwise maintained in accordance with FieldTurfs recommendations for user safety. Grantee acknowledges and agrees that it will be responsible for the maintenance and safety of the Synthetic Grass Field following its completion. (d) Grantee presently owns, or is currently tenant to an appropriate long -term lease of, that property on which the Synthetic Grass Field will be built. An appropriate long -term lease shall mean a lease of at least ten (10) years in length following the date of submission of the Grant Application. (e) Prior to commencing installation of the Synthetic Grass Field, 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 and construction of the Synthetic Grass Field. 6. Facts and Representations True and Correct: Grantee hereby affirms the representations made in its Grant Application are true and correct and that Foundation may rely upon the truth and correctness of the representations made in the Grant Application without further independent investigation. Grantee further affirms that it has not omitted any material fact from its Grant Application, the knowledge of which would adversely impact the awarding of the Grant to Grantee. Grantee avows that no adverse 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 Grantee and the Grantee's ability to successfully complete the Grant Project as described within the Grant Application. 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. Certificate of Completion: Upon completion of construction of the Synthetic Grass Field, the Grantee will certify to Foundation that installation and construction of the Synthetic Grass Field is complete (the "Certificate of Completion "). If such Certificate of Completion is not completed and sent to Foundation within eighteen (18) months following the Effective Date, this Agreement shall be null and void and Foundation shall thereafter have no obligation to Grantee. S. Use of Grant: Upon receipt of the Certificate of Completion, Foundation will award the Grant to the Grantee in the form of a voucher to reduce the purchase price payable to FieldTurf in connection with the Synthetic Grass Field. 9. Grantee Books and Records; Opportunity to Receive Contributions: 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 use of the Grant and the Grant Project. 10. Grantee Reports: (a) Semi - Annual Status Reports: Prior to completion of the Synthetic Grass Field, Grantee shall provide semi - annual updates no later than six (6) months and twelve (12) months following the Effective Date, detailing the timing and progress of construction, before and after photographs of the field site under construction, and any other information reasonably requested by Foundation. (b) Impact Reports: Following completion of the Synthetic Grass Field, Grantee shall provide to Foundation a written report, satisfactory to Foundation, describing the impact of the Synthetic -2- Grass Field. Such report shall be submitted to Foundation annually, no later than September 1, for three (3) years after completion of the Synthetic Grass Field and shall include photographs of the Synthetic Grass Field in use by youth soccer players and provide information on field 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. 11. 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) If Grantee possesses a website, such website shall include a hyperlink to the Foundation's website. (c) The Foundation, FieldTurf and /or adidas shall have the right to publicize, show photographs of, and use the name of the Synthetic Grass Field 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. (d) 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. 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 local media. (e) Grantee, upon reasonable advanced notice provided by the Foundation, will make best efforts to make a field available to the Foundation, upon request, for events which include, but are not limited to, tournaments, clinics, training sessions and media functions. (f) Grantee, upon written approval by Foundation, shall name Foundation and acknowledge the Grant in its news releases and related marketing or publicity materials for a period of at least sixty (60) months following completion of the Synthetic Grass Field. (g) Foundation will provide to Grantee the following material in order to assist in complying with the marketing and publicity requirements under this Agreement: (i) A color copy of Foundation logo. Any use of such logo must be specifically approved in writing in advance by Foundation. (ii) A standard press release for Grantee to distribute to local media. 12. Awareness Opportunities: Grantee guarantees Foundation the following rights, without charge, it being understood and agreed by all parties that such rights, as well as all other rights, benefits, and protections accruing to Foundation under this Agreement, are related solely to Foundation's Grant: -3- (a) 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 "), or that of FieldTurf and /or adidas, on the completed Synthetic Grass Field. Unless Foundation chooses to forego the right, such Marks will be included, at the sole cost of Foundation, FieldTurf and /or adidas, during installation of the Synthetic Grass Field. Foundation may change its Marks at any time in its sole discretion and at its sole cost. Each Mark will remain on the Synthetic Grass Field for as long as the Synthetic Grass Field is operational, unless removed by Foundation or unless Foundation otherwise gives its written consent to the removal of such Mark. (b) Grantee will allow Foundation to install not more than two (2) signs or banners, in form reasonably acceptable to Foundation, including, but not limited to, a plaque, backlit sign, field signs or field boards, on the premises on which the Synthetic Grass Field is built, in order to promote and recognize Foundation for its contribution to the Synthetic Grass Field. Foundation shall have the right to assign its signage rights to its affiliated entities, FieldTurf and /or adidas. The signage shall be supplied by Foundation at its sole cost, and shall be posted in high - traffic locations acceptable to Grantee and Foundation. The contents of the signage will be subject to approval by Grantee, which approval shall not be unreasonably withheld. (c) Foundation shall have the right, at tournaments held at the Synthetic Grass Field, to operate or designate the operation of a booth or similar location for the purpose of carrying out its mission. 13. 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. 14. 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. 15. 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 SYNTHETIC GRASS FIELD OR ANY COMPONENT PART THEREOF, OR THE PERFORMANCE BY FIELDTURF, ADIDAS 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. 16. Assumption of Risk: Grantee hereby agrees to assume all risks and liabilities associated with the use, operation, maintenance, safety and condition of the Synthetic Grass Field. 17. Indemnification: 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 Synthetic Grass Field or this Agreement and liabilities of any kind or nature whatsoever, whether in contract, tort, or otherwise, resulting from any claim me (including, without limitation, personal injury, death, or property damage) actually or allegedly arising out of or in connection with the installation, maintenance, location, or condition of the Synthetic Grass Field, or any person's use of the Synthetic Grass Field, 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 18 of this Agreement. Grantee represents to Foundation that the Synthetic Grass Field does not violate any applicable law, regulation, ordinance, lease, or otherwise violate the rights of any person or entity. 18. Insurance Requirements: (a). Insurance Requirements during Construction/Installation of the Synthetic Grass Field. Prior to commencing work and until substantial completion of the installation of the Synthetic Grass Field, Grantee shall provide and maintain (or require its Contractor performing the installation work to provide and maintain), at its expense, the following insurance which shall protect Grantee, its Contractor and the Foundation on a primary basis from any and all Claims arising out of or in connection with the Grant Project and installation of the Synthetic Grass Field 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). Policy shall also include coverage for (i) liability arising out of Contractor's use, operation and/or maintenance of any construction machinery/equipment in the performance of the construction /installation of the Synthetic Grass Field; and (ii) owners and contractors protective. 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 (or its Contractor'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 and property damage. (iii) Workers' Compensation insurance covering employees of Grantee (and its Contractor) involved with the installation of the Synthetic Grass Field, 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 policy limits. (v) Builder's Risk Property insurance covering loss or damage to the materials, equipment and supplies used during the course of installation of the Synthetic Grass Field in the amount of the full replacement cost thereof. Said policy shall insure against perils on an "all risk" basis and shall include a waiver of subrogation in favor of Foundation and Foundation Parties with respect to losses covered by this insurance. All such insurance required above shall be (1) considered primary with respect to Claims arising out of the installation of the Synthetic Grass Field; 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 Synthetic Grass Field is located. Grantee (and its Contractor) shall not allow any of the -5- required policies to be materially changed, reduced or cancelled unless Grantee provides thirty (30) days prior written notice thereof to Foundation. Upon execution of this Agreement, Grantee shall provide 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. (b). Insurance Requirements following Installation of the Synthetic Grass Field. Following the substantial completion of the Synthetic Grass Field and at all times while the Synthetic Grass Field is in place, Grantee shall provide and maintain, at its expense, the following insurance: (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 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 (ii) Workers' Compensation insurance covering employees of Grantee (if any) involved with the use, operation, or maintenance of the Synthetic Grass Field, 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. (iii) 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 and Employer's Liability policy limits. (iv) Participant Accident insurance covering all Participants and other individuals using the Synthetic Grass Field 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, operation, maintenance and condition of the Synthetic Grass Field; 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 Synthetic Grass Field is located. Grantee shall not allow any of the required policies to be materially changed, reduced or cancelled unless Grantee provides thirty (30) days prior written notice thereof to Foundation. Upon execution of this Agreement and at each renewal of the required policies, Grantee shall provide 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. 19. Participant Waiver and Release Forms: To the extent that Grantee requires Participants in its programs or others who use the Synthetic Grass Field to sign waiver and release forms, Grantee shall include the Foundation and the Foundation Parties as released parties in the form. 20. 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. M 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. 21. 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. 22. 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. 23. 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. 24. 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 25. 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. 26. 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. -7- 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 Lin Name: Ed Foster - Simeon Title: President Date: [_, 2013] City of Kenai By: (Sign) Name: (Print Name) Title: (Print Title) Date: M]I (Print Date)