Resolution 38-12RECORD OF RESOLUTIONS
Resolution No
Inc.. Form No 30045
38 -12
Parsed 20
A RESOLUTION APPROVING THE DECLARATION OF MUTUAL
SUPPORT AND AGREEMENT BETWEEN THE CITY OF DUBLIN
AND THE DUBLIN SOCCER LEAGUE, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, on January 15, 2009, Dublin City Council approved the
implementation of recommendations submitted by the Parks and Recreation
Advisory Commission ( "PRAC ") that were designed to address ongoing issues
among the various Dublin youth soccer organizations; and
WHEREAS, over the past three years, Dublin and the Dublin Soccer League
( "DSL' have successfully implemented the recommendations of PRAC; and
WHEREAS, Dublin and DSL want to extend their relationship where DSL
continues to provide general recreational soccer and contracts with third party
non - profit providers to provide supplementary competitive programs ( "middle
tier" and "select'; and
WHEREAS, the proposed agreement between Dublin and DSL has been
amended to allow for withdrawal or termination of any the agreements with any
and all organizations, based upon issues with financial standings and /or non-
profit status of any of the organizations.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin,
— r 7__ of its elected members concurring, that:
Section 1. The Dublin City Council hereby approves the Declaration of Mutual
Support and Agreement between the City of Dublin and DSL, attached hereto as
Exhibit "A" and authorizes the City Manager to execute the Declaration of Mutual
Support and Agreement.
Section 2. This Resolution shall be effective upon passage in accordance with
Section 4.04(a) of the Revised Charter.
Passed this day of 2012.
Mayor ' • Officer
Clerk of Council
Office of the City Manager
5200 Emerald Prkway* City o f D llbl n Phonne: 614 -410.4 00 • Fax: 14 - 1 0 -4490 43017 - 1090
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager /ry+t S
Date: June 28, 2012 O
Initiated By: Matt Earman, Director of Recreation Services
Re: Resolution 38 -12 - Dublin Soccer League Agreement
Background
Memo
In 2008, a one year study was conducted by the Parks and Recreation Advisory Commission
(PRAC) to evaluate the Dublin community youth soccer programs and make recommendations
concerning the four organizations providing these programs on Dublin soccer fields. As a result
of this study, Council approved PRAC's recommendations in January 2009, and the City entered
into a new three (3) year agreement with the Dublin Soccer League (DSL) that incorporated
these recommendations. In general, the agreement reinforced the role of the DSL organization
as the City's primary youth recreation soccer program, with the added responsibility of
developing and administering sub - agreements with the more competitive club organizations to
provide supplemental programming. It is understood that the accommodation of these clubs
would be made without compromising the recreation level, and only as additional City resources
are available.
Based on recent discussions between staff, DSL and the Dublin City Schools (DCS), it is possible
that the schools may play a greater role in providing supplemental youth soccer programs as
part of their Community Education Program. Staff has encouraged the discussion between the
organizations to the degree it would enhance the community program, offer a greater variety of
levels in which to play, possibly provide additional fields and provide a greater community
focus.
Attached is a copy of a proposed new Agreement between the City and DSL. Staff is confident
that the agreement addresses the current situations related to the community's youth soccer
programs and that it will accommodate the needs of the community going forward. A summary
of the changes are as follows:
1. DSL shall develop and administer supplemental programs and /or enter into service
agreements with other third party non - profit organizations for the purpose of
ensuring programming options beyond what is considered general recreation. In the
event DSL determines it to be in the best interest of the community to provide
various levels of "non- select" soccer independent from entering into agreements
with other organizations, it reserves the right to do so.
2. In the event Dublin City Schools offers supplemental youth soccer programs for the
community, those programs should receive priority to other organizations providing
supplemental programs as Dublin City Schools would be Dublin's preferred provider.
Memo re. Res. 38 -12 - DSL Agreement
June 28, 2012
Page 2 of 2
3. Any and all organizations, and their respective agreements, are subject to review
and approval by Dublin, in their sole discretion. If any event occurs that calls into
question the financial standing or non - profit status of any of the organizations,
Dublin reserves the right to withdraw its approval and immediately terminate any
agreement.
4. The two (2) at -large representatives of the members of the DSL Board must consist
of any parent or guardian who has paid a fee for any child /adult actively
participating in the DSL program.
5. In the event Dublin City Schools develops a supplemental youth soccer program in
conjunction with DSL, there will be a standing committee added to the DSL Board
to include the interests of DCS. There will be at least one representative assigned to
this committee by DCS.
6. In the event Dublin City Schools develops a supplemental youth soccer program in
conjunction with DSL, there will be an additional appointed voting member to the
DSL Board to represent Dublin City Schools, to be appointed by the DSL Schools
Committee.
It is important to note that, in light of recent organizational changes regarding the non - renewal
of the Agreement between the DSL and the Dublin United Soccer Club ("Middle Tier', the new
agreement will ensure there are no voids in service to the community at any level of play.
Recommendation
Staff recommends approval of Resolution 38 -12, authorizing the City Manager to enter into a
new Agreement with the Dublin Soccer League for the purpose of providing youth soccer
programs to the community. If you have any questions regarding the content of this
Agreement, please contact Matt Earman.
DECLARATION OF MUTUAL SUPPORT AND AGREEMENT
THIS AGREEMENT is hereby entered into this the day of
2012, by and between the City of Dublin (hereinafter referred to as "Dublin "), 5200 Emerald
Parkway, Dublin, Ohio 43017, the Dublin Soccer League (hereinafter referred to as "DSL'), 37
West Bridge Street Dublin, Ohio 43017.
WHEREAS, Dublin recognizes the value of recreational activities for its residents, and has
supported and endorsed non - profit community organizations that provide recreational activities to
Dublin residents; and
WHEREAS, DSL is a non - profit community organization in existence in Dublin for many
years and long recognized by Dublin as its partner in providing outdoor "non- select" soccer
programs for the community; and
WHEREAS, DSL and Dublin have worked and will continue to work with other non - profit
organizations to provide supplemental soccer programs for the community; and
WHEREAS, Dublin desires to have DSL oversee and administer all soccer program levels
in the community; and
WHEREAS, Dublin and DSL wish to assure that their successful partnership continues to
thrive, so that the community can continue to enjoy the many benefits of soccer activities provided
by community volunteers; and
WHEREAS, DSL recognizes Dublin's philosophy that general recreation is Dublin's
highest priority; however, it also recognizes the value of advanced levels of soccer (above general
recreation) as part of the overall program, so long as there is no conflict with the accommodation
of the general recreation program and its participants.
ARTICLE I - OBJECTIVES
Dublin and DSL, in reliance on the mutual covenants and agreements contained herein, agree
to the following objectives:
A. To give every eligible youth in Dublin and the Dublin School District the opportunity to
participate in organized, "non- select" soccer programs.
B. To foster formalized relations with supplemental non - profit soccer organizations to provide
quality "middle tier" and "select" programs as well as training opportunities designed for
coaches and participants as complementary services to the general recreation program.
C. To surround these programs with such safeguards as to warrant confidence in the integrity
and administration of DSL.
D. To protect and promote the interests of the youth and adult participants.
E. To educate participants, especially youth, in proper moral, mental and physical values so
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that they may become assets to the community.
F. To provide participation opportunities without regard to the race, color, creed, age, or
national origin of the player, guardian, coach or official.
G. To promote fair play and good sportsmanship in a safe environment so that players of all
ages may have fun playing the game of soccer.
ARTICLE II — DSL RESPONSIBILITIES
DSL shall be responsible for the following:
A. Organizational Requirements
1. Be organized exclusively for charitable, religious, educational, and scientific
purposes, including for such purposes, the making of distributions to organizations
that qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code, or corresponding section of any future federal tax code. DSL shall
be required to maintain its non - profit status and assure continued non - profit status
during the entire term of this Agreement.
2. Maintain its membership or sanctioning by the United States Youth Soccer
Association or other sanctioning body, as may be deemed by the DSL Board to be
in the best interest of the organization.
3. Maintain its offices within Dublin corporate limits. All DSL Board members will
be residents of Dublin, or reside within the Dublin School District. DSL Board
meetings shall be open to the public.
4. Provide its annual tax statement, and those of its affiliates for review /audit by
Dublin.
5. Provide proof of insurance coverage to Dublin at amounts deemed satisfactory to
Dublin and include Dublin as an additional insured.
6. Establish a School Committee to ensure that the programing offered hereunder is
consistent with the programs offered by Dublin City Schools.
7. No part of the net earnings of DSL shall inure to the benefit of or be distributable
to its members, trustees, officers or other private persons, except that DSL shall be
authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes set forth
herein. No substantial part of the activities of DSL shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and DSL shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of or in opposition to any candidate
for public office. Notwithstanding any other provision of these Articles, DSL shall
not carry on any other activities not permitted to be carried on (a) by a corporation
of exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code, or (b) by a corporation, contributions to which are deductible under Section
170 (c) (2) of the Internal Revenue Code, or corresponding section of any future
federal tax code.
8. Upon dissolution of DSL, assets shall be distributed for one or more purposes
within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or
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corresponding section of any future federal tax code, or shall be distributed to the
federal, state or local government, for a public purpose. Any such assts not so
disposed of shall be disposed of by the Court of Common Pleas of the County in
which the principal office of DSL is then located, exclusively for such purposes or
to such organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.
B. Program Requirements
1. Non - Select Programs
a. To provide afull range of general recreation ( "non - select ") soccer programs for
Dublin youth of all ages, skills, and abilities, administering these programs
consistently with the requirements of the United States Youth Soccer
Association. Dublin's general recreation ( "non - select ") soccer program is
defined as a volunteer -based program designed primarily for Dublin residents
and Dublin School District residents, in which exclusionary try -outs are not
used as a means of establishing eligibility to participate, and only volunteer
coaches are used for coaching the teams.
b. DSL's "non- select" programs are intended to be a supplement and complement
to those programs offered by Dublin City Schools. All coaches and others
associated with DSL are directed to encourage the participation of their players
in Dublin City School's sports programs. No coach or other person associated
with DSL shall interfere in any manner with any child's participation in any
Dublin City School's sports program under pain of removal as coach with DSL,
or such other penalty as the Board of Directors or the Committee of Ethics shall
decide. DSL shall ensure that all levels of services provided are well balanced,
complementary, and do not compromise the opportunities, quality and /or
allocation of Dublin resources to the general recreation program.
2. Supplemental Programs
a. DSL shall develop and administer supplemental programs (including "middle -
tier" and "select ") and /or enter into service agreements with other third party
non - profit organizations (collectively referred to as "Organizations ") for the
purpose of ensuring programing options beyond what is considered general
recreation as set forth herein. In the event that Dublin City School's offer
supplemental programs, those programs should receive priority as Dublin City
School's would be Dublin's preferred provider.
b. Any Organizations providing services hereunder shall be organized exclusively
for charitable, religious, educational, and scientific purposes, including for such
purposes, the making of distributions to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code. All Organizations shall
be required to maintain a non - profit status and assure continued non - profit
status during the entire term of any agreement with DSL.
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c. DSL shall be prohibited from entering into or renewing any third party
agreement until DSL and Dublin have received and reviewed copies of the
Organizations' financial status and 501(c)(3) status. Additionally, any
sponsorship or any other agreements between the Organizations and any for -
profit business are subject to review and approval of DSL.
d. Any and all Organizations, and their respective agreements, are subject to
review and the approval of Dublin, in their sole discretion. If any event occurs
which calls into question the financial standing or non - profit status of any of
the Organizations, Dublin reserves the right to withdraw its approval and
immediately terminate any agreement.
e. DSL shall be responsible for obtaining a list of all of the players and their
current address for any and all of the teams and /or Organizations. Dublin
expressly reserves the right, at their sole discretion, to impose fees for any
teams or Organizations that are not composed primarily, as determined by
Dublin, of residents of Dublin or the Dublin School District.
3. General Requirements
a. Assure compliance with any legal requirements for operation of its programs,
including notification and /or background checks of its staff and volunteers
regularly alone with children. Specifically, assure compliance with all child
safety measures required by the United States Soccer Federation, Soccer
Association for Youth Times Two program or any replacement program
adopted.
b. Assume all responsibility for the conduct of its employees, agents, officers,
officials, volunteers, or others in the conduct of its programs and activities.
c. Establish and enforce rules and regulations for conduct of its programs,
including the conduct of coaches, parents, participants, volunteers, and
officials.
d. Develop a dispute resolution procedure to be used by parents, participants, or
others with disagreements regarding the application of these rules and
regulations, or the conduct of DSL programs or those of its affiliates.
e. Maintain membership in good standing with the Ohio South Youth Soccer
Association. The DSL Executive Director serves as the official representative
and contact to the Association.
f Maintain membership in good standing with the Mid Ohio Select Soccer
League. The DSL Executive Director serves as the official representative and
contact to the League.
C. Field Use, Conditions and /or Requirements
1. Obtain all permits from Dublin necessary for use of playing fields and support
facilities. The permits issued by Dublin shall only be applicable to DSL and
Organizations that have a valid contract with DSL.
2. Recognize, for permit purposes, the seasonal year consists of two seasons. The fall
season begins two Mondays before Labor Day and continues through the weekend
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following October 31. The spring season starts eight weeks prior to Memorial Day
weekend or April 1", whichever is earliest. Spring season ends the second Sunday
in June.
3. Schedule and coordinate the use of those playing fields designated by Dublin for
use by DSL (the "Permitted Fields ") during the spring and fall program periods as
defined herein. DSL will also schedule and coordinate the use of the Permitted
Fields by other programs which have obtained permission from Dublin pursuantto
this Agreement, where these needs are not in conflict with DSL programs. DSL
expressly pledges to accommodate requests from other Dublin community youth
organizations, which have obtained permission from Dublin, where such requests
do not conflict with DSL activities or with playing field integrity.
4. Comply with and communicate Dublin rules and regulations regarding conduct in
Dublin parks during periods of DSL use.
5. Meet with designated Dublin representatives on a regular basis to review playing
field and park conditions.
6. Maintain fields (lined, goals in place, assigned) at Avery Park and Darree Fields in
Dublin during the two seasonal periods defined above. Additional costs may be
incurred for activities or events planned outside the specified seasonal periods.
7. Assign and maintain field assignments including but not limited to practices,
games, camps and tournaments, as necessary for the monitored and controlled use
of field resources at Avery Park and Darree Fields, or other field space as approved
by Dublin during permit periods.
8. Assign fields giving priority to DSL/MSSA/HSSA recreation games over any
supplemental programs.
D. Equipment
1. Provide goals, nets, and other equipment necessary for its programs, along with
marking of fields, and provide training, and coaches, officials, and other personnel
necessary for its programs and activities, through use of volunteers, affiliates, or
contractors.
2. Any equipment or capital improvements received through Dublin Bed Tax Funds
grants shall become the property of Dublin, and will be used by DSL consistently
with the terms of this agreement and other applicable rules and regulations of
Dublin.
ARTICLE III — DUBLIN'S RESPONSIBILITIES
Dublin shall:
A. Provide a representative of Dublin to serve as a voting member of the DSL Board of
Directors.
B. Keep DSL informed as to proposed approved capital improvements, which may affect DSL
programs, activities, and ability to provide service.
C. Consider input from DSL for the development of the Dublin's capital improvement
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program.
D. Consider all DSL applications for permits necessary to secure the use of those playing
fields designated by Dublin for use by DSL. Dublin may issue permits for supporting
facilities specifically regarding all camps, tournaments /clinics or other special events.
Agreements may be entered into regarding the use of concession stands.
E. Maintain all Dublin playing fields in good playable condition, and meet with DSL
representatives regularly to jointly review field conditions, scheduled uses and mutual
needs.
F. Waive all fees associated with the use of Dublin's playing fields and supporting facilities
permitted for use by DSL. DSL may not sub -lease any Dublin facility without Dublin's
permission. Dublin reserves the right to charge fee(s) for subleases and for services
provided and/or permitted by Dublin.
G. Review and approve all supporting Agreements between DSL and all other supplemental
soccer Organizations.
H. Perform audits, at their sole discretion, to ensure that DSL or any of the other
Organizations hereunder provide the materials and information required herein
L Enforce the terms of this Agreement.
ARTICLE IV — ORGANIZATION
A. DSL will insure its bylaws reflect the organizational structure presented in this Article.
B. A Board of Directors shall govern the DSL.
1. The DSL Board of Directors shall be comprised of the following voting members:
a. Two (2) at -large representatives of the members of the DSL. Members
consist of any parent and /or guardian who paid a fee for any child/adult to
participate. To be an active member, the individual must have paid afee in
the current year (year just completed). Voting privileges shall be accorded
fee - paying members of DSL The term of the at -large representatives shall
be for two years.
b. Two (2) parent/volunteer coaches of DSL. These may be a Head Coach or
Assistant Coach. The term shall be for two years.
c. One (1) representative of Dublin: Director of Recreation Services or as
otherwise designated by Dublin.
d. One (1) ex- officio representative from each of the programs approved by
DSL and Dublin providing supplemental programs.
e. One (1) representative chosen by the School Committee.
2. The DSL membership will elect the two at -large representatives and the two
parent/volunteer coach representatives for "staggered" terms. Elections will be held
annually at the beginning of the Fall season The method by which elections are
conducted, vacancies filled, terms staggered, and Board member eligibility
requirements will be specified in the DSL bylaws. Term limits of the existing
elected board members in office on the date of execution of this Agreement shall be
extended by one year in order to fully implement this Agreement and to
accommodate the modifications to elections schedules as stated herein.
3. At the first meeting in October of each year, the members of the Board of Directors
shall elect a Chair and Vice Chair by majority vote.
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a. The duties of the Chair shall be to: preside at all meetings; serve as an ex-
officio member of all sub /committees; possess signatory authority as may
be necessary; and perform such other duties as may be required in the DSL
bylaws or as assigned by the Board of Directors.
b. The duties of the Vice Chair shall be to: preside at all meetings in the
absence of the Chair; when delegated serve as an ex- officio member of
sub /committees; possess necessary signatory authority in the absence of the
Chair; and perform such other duties as may be required in the DSL bylaws
or assigned by the Board of Directors.
4. DSL will have a contractual full -time Executive Director. The Executive Director
will:
a. Serve as the Secretary to the Board of Directors: keep correct records of all
meetings, attend to all correspondence; provide notification of all meetings
and maintain all important documents.
b. May serve as Treasurer of DSL The Treasurer shall have custody of and
signatory authority over all DSL funds. With the assistance of the Finance
Committee Chair, the Treasurer shall receive, account for and properly
expend funds in accordance with the approved budget and in accordance
with the direction of the Board of Directors. Develop, present and seek
approval of an annual budget from the Board of Directors. With the
assistance of the Finance Committee Chair, the Treasurer shall develop and
present accurate budget reports to the Board of Directors on a monthly
basis.
c. Develop and manage all DSL programs.
d. Keep track and maintain memberships and membership information.
e. Ensure, manage and lead appropriate staffing with employees, volunteers
and contractors.
f Coordinate all scheduling of field usage, organizations providing
supplemental programs and other users.
g. Serve as an ex- officio member of sub /committees.
h. Receive, investigate and present all grievances from DSL members to the
Board of Directors.
i. Perform such other duties as may be prescribed or assigned by the Board of
Directors.
j. Maintain appropriate certifications, licenses and membership /affiliations as
prescribed by the Board of Directors.
k. Maintain the confidence of the Board of Directors.
5. The DSL Board of Directors will be responsible for resolving issues that arise
among the providers of supplemental youth soccer programs including, but not
limited to, the programming, levels of service and the overall organization of youth
soccer in Dublin. In doing so, the DSL Board of Directors understands that the
success and accommodation of the general recreation program (DSL) is the
Dublin's top priority; although, Dublin also recognizes the value of multiple levels
of play that fortify a holistic community youth soccer program, and will
accommodate supplemental programs providing Dublin resources are available.
6. DSL shall maintain a subcommittee for the purpose of hearing and discussing non-
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recreation level issues or conflicts that arise. All subcommittee meetings should be
conducted at least quarterly or as deemed necessary by the DSL Board.
Subcommittee meetings should be open to the public, with recorded minutes
maintained in a manner that is open and accessible to the general public. This
subcommittee shall be chaired by an elected member of the DSL Board and consist
of representatives from each of the organizations providing supplemental programs,
including the Dublin's Director of Recreation Services. This subcommittee will be
responsible for making recommendations to the DSL Board for final approval, for
the purpose of resolving issues among the various organizations.
7. Dublin shall be notified, in a timely manner, of any decisions made at the DSL
Board level that result in modifications and /or alterations to the programming,
organizational structure or level of services among the organization. Any and all
modifications shall be communicated to the City via an annual report. The annual
repost shall include a breakdown of the total number of teams and players for
middle tier /club (includes any team formed after exclusionary tryouts) and
recreational level. In addition, the report shall include an overall breakdown, by
age - group, of the percentages of resident and non - resident participants (of both City
and school district) on each team at each level. This annual report shall be
submitted to the City no later than October 31 ".
8. The Board of Directors may establish additional Standing Committees,
Subcommittees, Advisory Councils, Task Forces and volunteer or contractual
"directors" as deemed necessary or appropriate to provide advice, policy
recommendations and/or to conduct certain business of the DSL as specified by the
Board of Directors.
ARTICLE V — SELECT SOCCER PROGRAM
"Select" soccer programs are those programs, in which volunteer and paid professional team
coaches are used, and players are permitted or denied participation based upon an evaluation of the
participants' soccer skills. Organizations providing supplemental "select" programs recognized
and approved by Dublin will adhere to the philosophy that general recreational soccer is the
Dublin's highest priority for use of playing fields and its access will be balanced in conjunction
with DSL programs.
ARTICLE VI - MIDDLE TIER PROGRAM
A "middle tier" soccer program is a program in which, primarily, volunteer team coaches
are used and all eligible players are assured participation regardless of skill level.
"Middle tier" soccer programs provide soccer playing opportunities at ahigher level of competition
than general recreation but at a level of less expense, commitment, competition and travel than the
"select" or elite club teams. In order to be eligible for the "middle tier" program, players must
reside within Dublin and /or Dublin City School limits, unless otherwise determined appropriate and
approved by the DSL Board. Should aplayer be turned away because of lack of sufficient coaches
or players, the "middle tier" organization will provide the player information about opportunities in
the recreational (DSL) and "select" programs. Organizations providing supplemental "middle- tier"
programs recognized by Dublin will adhere to the philosophy that general recreational soccer is
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Dublin's highest priority for use of playing fields and its access will be balanced in conjunction
with DSL programs.
ARTICLE VII — TOURNAMENTS, CAMPS /CLINICS, SPECIAL EVENTS
DSL will refer and present any and all tournaments, camps /clinics or other special events
outside the scope of basic recreational soccer programming to be conducted on Dublin's property
to Dublin for review and approval. DSL must have the permission of Dublin prior to committing to
any such activity /eventto be conducted on Dublin's facilities. Dublin staff will form a committee
of relevant parties to develop, evaluate and coordinate tournaments, camps /clinics and other special
events proposed on/at Dublin's facilities.
ARTICLE VIII — FACILITY FUND FEES
Facility fund fees have been collected and were approved for use by Dublin for the
construction of a concession stand at Darree Fields for the purpose of expanding, improving,
supporting, maintaining and /or equipping Dublin -owned soccer facilities that are used by or for the
benefit of the soccer community in Dublin. Any collection or application of future Facility Fund
Fees by the DSL, must first be reviewed and approved by the Parks and Recreation Advisory
Committee with final approval from Council.
ARTICLE IX — TERMS AND INTERPRETATION
The term of this Agreement shall be for three (3) years. During each year of the initial
term, the parties are required to hold meetings to review the Agreement. The annual review
meetings shall be at a time and place as designated by Dublin. The parties may non -renew or
terminate this Agreement upon providing at least one year prior notice to the other. Dublin
reserves the right to immediately terminate this Agreement if DSL breaches any provision
contained herein.
Should any part of the Agreement be declared invalid, any remaining portion shall remain
in full force and effect as if this Agreement had been executed with the invalid portion eliminated.
Failure of either party to enforce at any time any of the provisions of this Agreement shall in no
way be construed to be a waiver of such provision or in any way offset the validity of the
Agreement or any part thereof or the right of such party to thereafter enforce each and every
provision of this Agreement. No waiver of any breach of this Agreement shall be held to be a
waiver of any other or subsequent breach.
Nothing contained in this Agreement, expressed or implied, is intended to confer, or shall
confer, upon any individual or organization any rights or remedies under or by reason of this
Agreement.
ARTICLE X — AMENDMENTS
It is understood and agreed that this Agreement may not be changed, modified, or altered
except by an instrument, in writing, signed in accordance with the laws of the State of Ohio. This
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contract may not be assigned or changed, modified, or altered except by an instrument, in writing,
mutually agreed to and signed by all parties. Nothing in this Agreement shall be construed to
constitute the relationship between DSL and Dublin as apartnership, association, or jointventure.
ARTICLE XI - GOVERNANCE
This is the sole and complete Agreement between the parties and is intended to supersede
any prior Agreements.
This Agreement shall be governed by the laws of the State of Ohio. Any legal action
regarding this agreement or the rights of the parties shall be brought in a court of competent
jurisdiction in Franklin County, Ohio.
Each party warrants that it has complied with any legal requirements necessary for it to be
bound by this Agreement and its terms, and that the other may justifiably rely on its terms.
ARTICLE XII - INSURANCE
DSL shall be responsible for its own protection/insurance from claims under worker's
compensation acts, claims for damages because of bodily injury including personal injury, sickness
or disease or death of any and all employees or of any person other than such employees, and from
claims or damages because of injury to or destruction of property including loss of use resulting
there from, and any other insurance prescribed by laws, rules, regulations, ordinances, codes, or
orders. DSL shall also be responsible for ensuring that any organization providing supplemental
programs have insurance as required hereunder.
DSL shall be responsible for its own protection/insurance from auto claims, property
damage claims, personal injury claims.
Any insurance required hereunder shall be at limits agreeable to Dublin and shall name
Dublin as "an additional insured."
ARTICLE XIII - INDEMNIFICATION
DSL agrees to indemnify, protect and hold harmless Dublin and its elected officials,
officers, employees, and volunteers from and against any claims, costs (including reasonable
attorney's fees and court costs), expenses, damages, liabilities, losses or judgments to the extent
directly arising out of, or in connection with, any claim, demand or action made by any third party,
if such are sustained as a direct consequence of DSL's provision of any services and/or activities
described in this Agreement. DSL shall, at its own expense, satisfy and cause to be discharged
such judgments as may be obtained against Dublin or any of its elected officials, officers,
employees, or volunteers.
IN WITNESS THEREOF, the parties hereto have executed this Agreement in quadruplicate
originals on the day and year here above written.
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THE CITY OF DUBLIN
C
DUBLIN SOCCER LEAGUE
C
Marsha I. Grigsby Chris Northup
City Manager Chairperson
Approved as to form:
C
Stephen J. Smith
Law Director