BRITISH SOCCER CAMP A G R E E M E N T

Transcription

1 THE STATE OF TEXAS * COUNTY OF CORYELL * KNOW ALL MEN BY THESE PRESENTS: BRITISH SOCCER CAMP A G R E E M E N T This agreement is made and entered into this the 20th day of January, 2015 by and between the City of Copperas Cove, a home-rule municipality (hereinafter referred to as City ) and British Soccer, a Division of Challenger Sports Corp. (hereinafter referred to as Agency ). WHEREAS, the City and Agency mutually agree that the camp(s) are needed for providing services to citizens of Copperas Cove; WHEREAS, the City provides practices fields, which will adequately serve the agency; WHEREAS, Agency has the personnel and knowledge to provide specific services to the community; WHEREAS, the City Council finds that providing quality services for youth that are essential for the well-being and growth of the community; NOW, THEREFORE, the City and Agency hereby agree as follows: 1. The City agrees to provide an outdoor soccer field or training area suitable for instructional purposes. Approximately requirements, one field per 30 campers, for a period of One (1) year from the date of the agreement. 2. The City will provide a Coordinator, who shall be the local camp administrator and liaison between City and the Agency. 3. The City will be responsible for the administration of camp applications and agrees to schedule equal numbers of campers to each half day session. 4. The City, fourteen (14) days prior to camp, shall provide the Agency the number of camper registrations. Additional campers may be enrolled after this date subject to availability of coaches. 5. The Agency shall provide one coaches clinic/special coaching session per week of camp, two hours in length, at no charge to the City during the week of camp. 6. City agrees that Agency shall have the exclusive use, occupancy, and right to operate programs and the overall supervision of these programs at the designated site. 7. The Agency agrees that Coaches will hold the minimum of a Football Association Coaching License/Challenger/British Soccer Coaching certification. Agreement: British Soccer, a Division of Challenger Sports Corp. Page 1 of 7

2 8. The Agency shall provide at least one qualified coach for each coaching group (12-15) of campers. 9. The Agency provides that each camp shall include five daily sessions Monday through Friday or other as specified. Sessions shall run for One (1) hour; One and a Half (1 ½) Hours; Two (2) Hours; Three (3) hours; and Six (6) hours. 10. TERM AND COMPENSATION This Agreement shall become effective on, 2015 and shall expire, Agency shall be compensated by its collection of fees from campers, which must be approved by City. This shall be the sole compensation Agency shall be entitle to under this Agreement and the collection of fees shall solely be the responsibility of Agency Agency Camp fees per participant approved by City are: One (1) hour $78.00; 1.5 hours $99.00; Two (2) Hours $115.00; Three (3) hours $126.00; and Six (6) hours $ A $10.00 charge shall be added to the Agency Camp Fees, which shall be designated as a Copperas Cove Sports Camp Fee; and which shall be forwarded to City by Agency when collected. 11. INDEMNIFICATION 11.1 Agency covenant and agree to FULLY INDEMNIFY, DEFEND and HOLD HARMLESS, the City and the elected officials, employees, officers, directors, volunteers and representatives of the City, individually and collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the City directly or indirectly arising out of, resulting from or related to Agency s activities under this Agreement, including any acts or omissions of Agency, any agent, officer, director, representative, or employee, of Agency, and their respective officers, agents employees, directors and representatives while in the exercise of the rights or performance of the duties under this Agreement. The indemnity provided for in this paragraph shall not apply to any liability resulting from the negligence of City, its officers or employees, in instances where such negligence causes personal injury, death, or property damage. IN THE EVENT AGENCY AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS FOR THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. Agreement: British Soccer, a Division of Challenger Sports Corp. Page 2 of 7

3 11.2 The provisions of this INDEMNITY are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Agency shall advise the City in writing within 24 hours of any claim or demand against the City or Agency known to Agency related to or arising out of Agency s activities under this Agreement and shall see to the investigation and defense of such claim or demand at Agency s cost. The City shall have the right, at its option and at its own expense, to participate in such defense without relieving Agency of any of its obligations under this paragraph. 12. INSURANCE REQUIREMENTS 12.1 Prior to the commencement of any work under this Agreement, Agency shall furnish copies of all required endorsements and completed Certificate(s) of Insurance to the City Manager, which shall be clearly labeled British Soccer Camp Agreement/Copperas Cove, Texas in the Description of Operations block of the Certificate. The Certificate(s) shall be completed by an agent and signed by a person authorized by that insurer to bind coverage on its behalf. The City will not accept a Memorandum of Insurance or Binder as proof of insurance. The certificate(s) must have the agent s signature and phone number, and be mailed, with copies of all applicable endorsements, directly from the insurer s authorized representative to the City. The City shall have no duty to pay or perform under this Agreement until such certificate and endorsements have been received and approved by the City Manager. No officer or employee, other than the City Manager, shall have authority to waive this requirement The City reserves the right to review the insurance requirements of this Article during the effective period of this Agreement and any extension or renewal hereof and to modify insurance coverages and their limits when deemed necessary and prudent by City Manager based upon changes in statutory law, court decisions, or circumstances surrounding this Agreement. In no instance will City allow modification whereby City may incur increased risk The Agency s financial integrity is of interest to the City; therefore, subject to Agency s right to maintain reasonable deductibles in such amounts as are approved by the City, Agency shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at Agency s sole expense, insurance coverage written on an occurrence basis, unless otherwise indicated, by companies authorized to do business in the State of Texas and with an A.M Best s rating of no less than A- (VII), in the following types and for an amount not less than the amount listed below: TYPE 1. Workers' Compensation 2. Employers' Liability AMOUNTS Statutory $500,000/$500,000/$500, Broad form Commercial General Liability Insurance to For Bodily Injury and Property Damage of Agreement: British Soccer, a Division of Challenger Sports Corp. Page 3 of 7

4 include coverage for the following: a. Premises/Operations *b. Independent Contractors c. Products/Completed Operations d. Personal Injury e. Contractual Liability f. Sexual Abuse/Molestation g. Damage to property rented by you $1,000,000 per occurrence; $2,000,000 General Aggregate, or its equivalent in Umbrella or Excess Liability Coverage g. $100, Business Automobile Liability a. Owned/leased vehicles b. Non-owned vehicle c. Hired Vehicles 5. Property Insurance: For physical damage to the property of LESSEE, including improvements and betterment to the Leased Premises Combined Single Limit for Bodily Injury and Property Damage of $1,000,000 per occurrence Coverage for replacement value with a minimum coinsurance factor of eighty percent (80%) of the cost of Contractor s property 12.4 As they apply to the limits required by the City, the City shall be entitled, upon request and without expense, to receive copies of the policies, declaration page, and all endorsements thereto and may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Agency shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Agency shall pay any costs incurred resulting from said changes. City of Copperas Cove Attn: Andrea Gardner, City Manager P.O. Drawer 1449 Copperas Cove, TX Agency agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following provisions: Agreement: British Soccer, a Division of Challenger Sports Corp. Page 4 of 7

5 Name the City, its officers, officials, employees, volunteers, and elected representatives as additional insureds by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers compensation and professional liability policies; Provide for an endorsement that the other insurance clause shall not apply to the City of Copperas Cove where the City is an additional insured shown on the policy; Workers compensation, employers liability, general liability and automobile liability policies will provide a waiver of subrogation in favor of the City. Provide advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance notice for nonpayment of premium Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Agency shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Agency s performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this Agreement In addition to any other remedies the City may have upon Agency s failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Agency to stop work hereunder, and/or withhold any payment(s) which become due to Agency hereunder until Agency demonstrates compliance with the requirements hereof Nothing herein contained shall be construed as limiting in any way the extent to which Agency may be held responsible for payments of damages to persons or property resulting from Agency s or its subcontractors performance of the work covered under this Agreement It is agreed that Agency s insurance shall be deemed primary and noncontributory with respect to any insurance or self insurance carried by the City of Copperas Cove for liability arising out of operations under this Agreement It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this Agreement and that no claim or action by or on behalf of the City shall be limited to insurance coverage provided Agency is responsible for all damage to its own equipment and/or property. Agreement: British Soccer, a Division of Challenger Sports Corp. Page 5 of 7

6 13. Subcontracting. Agency shall not subcontract any of its obligations required by under this Agreement. 14. Agency shall provide promotional literature, posters, and operational and marketing support. 15. Agency shall provide a hand stitched soccer ball, T-shirt, to each camper, who registers for camp-unless otherwise stated. 16. Agency shall provide a replica British Soccer jersey to all campers who register on-line before the early sign up deadline. 17. Binding Effect. All of the terms, covenants, and conditions contained within this agreement shall apply to, bind, insure to the benefit of, and be exercised by the parties hereto and their respective heirs, executors, administrators, successors in interest and assigns, except as otherwise expressly provided herein. 18. Amendments. Both parties agreed that no amendment, modification or alteration of the terms of this agreement shall be binding unless reduced to writing, dated subsequent to the date of this agreement, and duly executed by the parties hereto. 19. Notices. Notices given pursuant to the provisions of this agreement, or necessary to carry out its provisions, shall be in writing, and delivered personally to the person to whom the notice is to be given, or given by certified or registered mail and return receipt requested, addressed to the proper party. The parties addresses for this purpose are as follows: City of Copperas Cove British Soccer Attn: Andrea Gardner, City Manager Attn: Graham Smurthwaite P.O. Drawer Flint Copperas Cove, TX Lenexa, Kansas Governing law and venue. The parties hereto agree that the laws of the State of Texas shall govern the interpretation, validity, performance, and enforcement of this agreement. Venue for any action involving this agreement shall be in the courts of Coryell County, Texas. 21. Severability. Each and every covenant and obligation contained in this agreement is and shall be construed to be a separate and independent covenant and obligation. If any term or provision of this agreement, or its application to any person or circumstances shall to any extent be held invalid, illegal or unenforceable, the remainder of this agreement shall not be affected thereby, and each and every other term and provision shall be enforced to the fullest extent permitted by law as if the invalid, illegal, or unenforceable provision had never been included in this agreement. 22. Construction and Interpretation. Each party has carefully read this entire agreement, and understands the meaning and effect of each and every provision contained herein. Each party executes this Agreement freely and voluntarily, and Agreement: British Soccer, a Division of Challenger Sports Corp. Page 6 of 7

7 only after first having obtained (or having had a reasonable opportunity to obtain) competent legal advice. The parties thus agree that the construction and interpretation of the terms of this lease the rule of construction that a document is to be construed most strictly against the party who prepared the same shall not be applied, it being agreed that the agreement should be construed fairly and simply and not strictly against either party. 23. Time is of the essence. The parties agree that time is of the essence in the performance of this Agreement. 24. Independent Contractor. It is expressly understood and agreed that the employees, servants and agents of the Agency are not employees, servants or agents of the City and that Agency is deemed and independent contractor and the City is in no way responsible for the negligent and intentional acts or omissions of the Agency, its employees, officers, volunteers, servants, agents, licensees or invitees. 25. Authorized signatures. The persons signing this Agreement on behalf of the parties hereto certify that they are duly authorized to sign this Agreement on behalf of said parties. 26. Compliance with Laws. The parties hereto mutually agree to comply with all applicable federal, state and local laws, ordinances, rules and regulations in performance of their obligation pursuant to this Agreement. 27. Discrimination Prohibited. The parties hereto mutually agree to adhere to all federal, state and local laws and regulations prohibiting discrimination. The parties agree that they shall not discriminate against a participant in any of the programs described above because of race, color, religion, national origin, sex, sexual preferences, sexual orientation, height, weight or beliefs. IN WITNESS WHEREOF, the parties have fully executed this Agreement on this the day of City of Copperas Cove Agency By: Andrea Gardner, City Manager By: Graham Smurthwaite Attest: Mariela Altott, City Secretary Agreement: British Soccer, a Division of Challenger Sports Corp. Page 7 of 7