HomeMy WebLinkAboutCOMMON GOAL USA, INC. Return FULLY EXECUTED N-2026-029
COMMON GOAL Copy to City Clerk, M-317
iNSUlA 10E NOT RECUiRED project Cooperation and Donation Agreement
WORK MAY PROCEED
WY CLERK
DA1 E: FEB 4 10 for the coordination and funding of the
"RePlay World Cup League"
} UW. L 5(,Ott W)
Between
Common Goal USA Inc.
195 Plymouth Street, Brooklyn NY, 11201
USA
(Hereinafter referred to as"Common Goal")
And
City of Santa Ana
20 Civic Center Plaza M-13 PO Box 1964,Santa Ana, CA 92702
(Hereinafter referred to as"Cooperation Partner")
Common Goal and Cooperation Partner are together referred to as the"Parties"and each of them a"Party".
COMMON GOAL
1. Preamble
1.1 The purpose of this Project Cooperation and Donation Agreement (hereinafter referred to as "this
Agreement")is to outline the terms and conditions of how the two Parties will collaborate in carrying
out the "Lay's Replay League" (hereinafter referred to as the "League", "RePlay league" and the
"Program").The Program will enable the implementation of sustainable soccer for good programs in a
league format on the RePlay soccer pitch to support youth welfare.
11 Common Goal USA, Inc. is exempt from Federal income tax under section 501(c) (3) of the Internal
Revenue Code for supporting youth welfare through soccer, with registered office address at 195
Plymouth St,Brooklyn,NY,11201 USA,Common Goal isthe global home of soccerforgood,a movement
rooted in the belief that the world's most popular sport is one of the few cultural forces strong enough
to help shift society towards an even playing field for all, where all young people, regardless of their
background,can play,learn,and thrive.
1.3 Cooperation Partner is The City of Santa Ana.The City of Santa Ana will support its social impact goals
during the 2026 FIFA World Cup by delivering the Lay's RePlay World Cup League as a locally driven
youth soccer initiative centered on leadership,inclusion,and positive community development Hosted
at the Santa Ana Cesar Chavez Campesino RePlay Pitch, the league will remove financial and access
barriers by offering free participation and culturally relevant programming in a trusted neighborhood
space. Beyond competition, the program will intentionally promote teamwork, respect, and
accountability through values-based play and restorative approaches that reinforce life skills alongside
athletic development.By elevating youth voices,engaging families,and connecting local participants to
a global moment,the City will create lasting community benefit that extends well beyond the World
Cup.
1.4 In view of their similar focus of charitable work, the Parties aim to pool their respective resources by
this agreement in order to deliver the charitable Program more effectively. A joint program
implementation in which both parties can bring in their specific know-how and resources provides for
both,a professional and a targeted implementation of the Program.
1.5 In this perspective,Common Goal and the Cooperation Partner wish to closely cooperate in the Program
as per the terms of this agreement.
2. Timeframe
2.1 The project-based cooperation starts on 1 January 2026 and is scheduled to end on 31 May 2026.
2.2 The Parties agree on discussing collaboratively in order to reach an agreement and review the
timeframe for the implementation of the activities in case the conditions in the country of intervention
of the Program and/or the countries in which the involved Parties are based are impacted by any
adverse factor that directly or indirectly hinder the capacity of the Parties to achieve a timely Teague
implementation.These factors include,but are not limited to,governmental instructionsor bans,safety
and health hazards,unexpected social or economic deteriorations in the community.
COMMON GOAL
3. Responsibilities
Common Goal's responsibilities
3.1 Common Goal shall be responsible for the overall coordination with the Program's funder(hereinafter
referred to as the"Funder")and the adequate reporting of the Program to the Funder.
3.2 Common Goal shall provide the Cooperation Partner with all necessary requirements from the Funder
to ensure that their activities are in line with these requirements.
3.3 Common Goal shall provide the Cooperation Partner with funds in an amount totalling up to USD
34,872.00(according to the Budget attached in Annex II)to cover the activities described in section 3.4
and Annex III.
Cooperation Partner's responsibilities
3.4 The Cooperation Partner shall carry out the implementation of the League pursuant to the stipulations
of this agreement including all Annexes.Main responsibilities include,but are not limited to;
3.4.1. Appointing a contact person for the League that is responsible for communication processes with
Common Goal,the Funder and all local stakeholders;
3.4.2. Oversee the implementation of League(according to the League Framework and Targets attached
in Annex III)in 3311 W 5th St,Santa Ana,CA 92103,United States. The charitable League must be
dedicated to young people over the age of 16+years and above.
3.4.3. The Cooperation Partner shall be responsible for designing and implementing the local World Cup
Champions Selection Process in accordance with the "World Cup Champions Selection --- Partner
Implementation Guide"shared by Common Goal.
3.4.4. The Cooperation Partner shall be responsible for implementing the RePlay League in accordance
with the "RePlay League: Partner Implementation Guide" shared by Common Goal.This includes
adherence to the three key components of the RePlay framework - Community-Led and Youth-
Driven design,Soccerfor Good Culture and Rules,and the Sociai Value Scoring System(SVSS)while
ensuring appropriate local adaptation to reflect community realities and context.
3.4.5. Completing financial report as per the template shared by Common Goal. The financial shall be
submitted within eight weeks after the end of the Term.
3.4.6. The Cooperation Partner will be responsible for any activity related to the implementation,
coordination, monitoring and reporting of the League that might be handed.over to third parties
and shall seek permission from Common Goal before transferring any responsibility of the
Cooperation Partner under this agreement to a third party;
3.4.7. Procurement of soccer kits,flags and banners based on designs shared by Common Goal,for use
during League implementation;
3.4.8. The Cooperation Partner shall be responsible forcompletingand delivering all relevant reporting to
Common Goal, in alignment with the current Lay's RePlay program reporting framework Such
reporting shall include, but not be limited to, qualitative and quantitative data such as hours of
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COMMON GOAL
implementation, number of participants, indirect reach, narrative insights, testimonials, and case
studies.
3.4.9. Documenting the Program through photos,video,and press releases/articles and allow Common
Goal and its partners to publish Images and/or text created or gathered for the Program on its
website,in publicity materials and in reports to its volunteers and donors.Ahead of any publication
or external communication that includes Common Goal's or the Funder's name or logo, the
Cooperation Partner shall receive written approval from Common Goal.
4. Finances/Donation
4.1 A budget in the amount of 34,872.00 USD(as per Annex II)corresponds to the full Cooperation Partners
tasks outlined in section 3.4 above.
4.2 To facilitate the payment procedure Common Goal will transfer the amount reserved for the
responsibilities of the Cooperation Partner to the Cooperation Partner in the form of a specific-purpose
donation(namely the purpose of implementation of the Program according to this agreement).
4.3 The Cooperation Partner herewith accepts the donation.
4.4 The Payment shall be made according to the following payment schedule,Each payment shall be made
within 30 days upon due date and receipt of a corresponding funds request for the respective
instalment.
1 28,000.00 USD Release upon signature of this Agreement.
2 6,872,00 USD May 2026
4.5 The Parties agree that the funds will be used exclusively for the implementation of the League and in
accordance with the terms and conditions of this agreement including all annexes.All expenditure shall
be reasonable and cost-effective.The funds shall be used only for necessary expenditure relating to the
implementation of the Program. The Cooperation Partner shall utilise the funds efficiently and
economically and agrees not to apply for duplicate funding in respect of any part of the Program or
related costs that are funded in full under this agreement.Common Goal reserves the right to reclaim
the donation in whole or in part, if the funds were used for a purpose other than the responsibilities
listed in section 3.4, if the league scope outlined in section 3A above cannot be fulfilled or if the
agreement is terminated prematurely in accordance with section 5.
4.6 Payment to the Cooperation Partner shalt be made to the following bank account:
Account Number;935309500
Bank:JPMorgan Chase&Co.,N.A.
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COMMON GOAL
Bank address:270 Park Avenue, New York,NY,10017(USA)
Account holder:City of Santa Ana
SWIFT: CHASUS33
5. Termination
5.1 During the timeframe, the Parties shall not be entitled to give ordinary notice of termination.The
possibiilty for extraordinary notice of termination for good cause is not affected.A good cause shall
include:
o The other Party entering voluntarily into liquidation, or at any time prior to the expiry of
the Term ceasing to carry on business for whatever reasons;
o The other Party's assets are subject to a foreclosure procedure,and such procedure is not
cancelled within four weeks;
o A significant deterioration in the other Party's financial situation;
o The other Party breaching any material term of this agreement;and/or
o The charitable Program goals are no longer attainable.
5.2 Any notice of termination of the agreement must be given in writing and shall be deemed to have been
duly given if delivered by hand, by registered mail or by email to the respective Parties at its address
set out in this agreement,or such other address as either Party may from time to time notify in writing
to the respective other Party.
5.3 If this agreement is extraordinarily terminated before the end of the timeframe specified in section 2,
the Parties should mutually and reasonably agree on any financial and substantive consequences.
6. Ethical standards and responsibilities
6A The Cooperation Partner agrees to uphold the highest standards of safeguarding, inclusion, integrity,
and environmental responsibility in the context of both their organizational operations and aH joint
activities conducted under this agreement.
6,2 In particular,the Cooperation Partner commits to:
o Prioritize the safety and well-being of all individuals, especially children and vulnerable
adults, by maintaining clear safeguarding principles, policies, and training across their
organization,and holding themselves accountable to applying these principles consistently
across all joint activities
o Promoting a culture of inclusion, respect, and fair treatment in their work and within all
joint activities,free from discrimination,harassment,or abuse;
o Supporting gender equity by fostering equal access, participation, and representation for
women, girls, and non-binary people across organizational structures and collaborative
efforts;
o Acting responsibly towards the environment by adopting sustainable practices in their
operations and jointly delivered projects;
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COMMON GOAL
o Upholding integrity and transparency across all areas of the organization, ensuring that
collaborative work reflects ethical decision-making and responsible resource use;and
o Taking responsibility for identifying and addressing any concerns, safeguarding issues, or
misconduct that arise within their organization or in the context of joint activities.
6.3 The Cooperation Partner agrees to report to Common Goal any serious and credible safeguarding or
ethical violation,whether it occurs within the context of activities governed by this Project Agreement
or elsewhere in their organization, that may impact the safety of individuals, the integrity of the
partnership,orthe values of the Common Goal Community.Such serious violations include but are not
limited to abuse,exploitation,serious harassment,or criminal conduct that may warrant dismissal or
legal referral.
6.4 Reports of serious and credible safeguarding or ethical violations must be submitted to Common Goal
within five (5) working days from the date the Cooperation Partner determines the concern to be
credible. Reports can be submitted confidentially to: safeguarding@common-goal.org.This reporting
obligation does not require the transfer of any personal data. Common Goal may propose remedial
steps or capacity support while reviewing the continuation of the collaboration and this Project
Cooperation and Donation Agreement. Unresolved or serious violations may result in suspension or
termination of this Project Cooperation and Donation Agreement for good cause and/or the
membership in the Common Goal Community at Common Goal's discretion,
7. Intellectual property rights
7.1 If the Cooperation Partner creates (whether itself or by any person acting on its behalf or with its
authorization) at any time after the effective date of this agreement photos and/or videos of the
Program including without limitation photos and/or videos that show the Program implementation in
general, Program activities, Program events and/or Program participants and shares such photos
and/or videos with Common Goal (the "Program Content"), the Parties acknowledge that all
Intellectual Property Rights in the Program Content subsisting now or at any time in the future shall
remain owned by the Cooperation Partner.
7.2 In case the Cooperation Partner shares such Program Content with Common Goal,it grants to Common
Goal a non-exclusive,worldwide,royalty-free,perpetual,assignable right to use such Program Content
for any and all purposes (both commercially and non-commercially), together with the right to
reproduce and sub-license the use of such Program Content at its sole discretion (the "License").The
Cooperation Partner understands that all potential profits from making use of the License by Common
Goal are designated to benefit Common Goal exclusively.
7.3 The Cooperation Partner warrants that it(i)will obtain all necessary rights to assign or grant the License,
and (ii) will obtain all necessary permissions under applicable laws and regulations, including data
privacy laws,to the participation of any persons featured in the Program Content and the waiver of all
moral rights and performers' rights that may exist in the applicable jurisdiction. The Cooperation
Partner shalt indemnify and hold Common Goal harmless from and against any loss, liability, expense
or damage occasioned by any claim,demand,suit or recovery against Common Goal,arising out of any
COMMON GOAL
alleged or actual infringement of a third party's Intellectual Property Rights through the use of the
License by Common Goal.
7.4 For the purposes of this agreement,"Intellectual Property Rights"means all inventions,patents,utility
models,designs(including rights relating to semi-conductor topographies),database rights,copyright
and related rights,rights in get up and trade marks(in each case whether registered or unregistered),
together with all rights to the grant of and applications for the same and including all similar or
analogous rights and all other rights in the nature of Intel lectua I and industrial property throughout the
world and all future rights of such nature.
7.5 The Parties shall use best efforts to protect children and young people when reporting about the
Program.This includes, but is not limited to, illustrating realistic examples and positive effects of the
Program work and not portraying children and young people in a drastic victim role.
8. Duty to supply information
The Cooperation Partner shall inform Common Goa[immediately if any of the following occur:
— A change or lapse in the Program goals or other circumstances of vital relevance;
— The Cooperation Partner intends to make significant changes to the deliverables;
— The charitable project goals cannot be achieved, or there are obstacles to Program
implementation,and consequently which measures can he taken to mitigate;
The planned overall expenditure either decreases or increases;
— The community or local stakeholders raise concerns during Program implementation;or
— The funds made available to cover the planned activities cannot be spent.
9. Miscellaneous
9.1 This Agreement has been executed and delivered in the State of New York and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of New York. Both parties further agree that New
York County,shall be the venue for any action or proceeding that may be brought or arise out of,in
connection with or by reason of this Agreement.
9.2 If any provision of this agreement is or becomes compfetelyor partially legally invalid or unenforceable,
this does not affect the validity of the other provisions in this agreement.In this event,the parties will
negotiate a reasonable provision in good faith which comes as close as possible in terms of intent and
purpose as well as economically to the legally invalid or unenforceable provision. This applies
accordingly for any gaps in the provisions.
9.3 Amendments and additionstothis agreement must be made in writing to become effective.Any change
or waiver of the written form requirement must also be made in writing.If written form is required by
this agreement,a simple electronic signature shall be sufficient.
9.4 This agreement including all Annexes constitutes the entire agreement between the Parties with regard
to the subject.matter of this agreement and supersedes all prior oral and written agreements with
regard to the subject matter of this agreement.
COMMON GOAL
10. Annexes
The following Annexes form an integral part of this agreement:
o Annex I:General Terms and Conditions for Project Cooperation and Donation Agreements
o Annex II: Budget
o Annex III: League Framework&Targets
Signatures
Location, Date
Name: Mary Connor
Executive Director
Common Goal USA Inc.
ATTEST_ CITY OF SANTA AKA
Je Alvaro .Nunez
City,-Clerk City Manager
APPROVED AS TO FORM:
SONIA R.CARVAi.HO
City,Attorney,
onathan T_Martine
Assistant City Attorney,
RECOlva1ENDED FOR APPROVAL_
r
Ha k Scan
Esecu - ire ti�e�P s,
Recreation and Community,Ser"-Ces Agency
M:COMMON GOAL
Annex I: General Terms and Conditions for Project Cooperation and [zonation Agreements
2. General concerning the prohibition of child labour and anti-
1.1 This Annexe"General Terms and Conditions for Project corruption as well as antl-money-laundering.
Cooperation and Donation Agreements" is an integral 2.5 Recommendations for the prevention of corruption: In
partofthe Project Cooperation and Donation Agreement order to avoid misuse of the funds and the influencing
between Common Goal USA Inc("Common Goal")and business through corruption,when using funds provided
the Cooperation Partner("CP").In case of discrepancies CP must take the appropriate personal, organizational
between the Project Cooperation and Donation and administrative measures, In instances of
Agreementand this Annexe,the Project Cooperation and embezzlement of funds, acts of corruption or other
Donation Agreement shall prevail, The Project violations of the purpose of the grant,CP undertakes to
Cooperation and Donation Agreementand this Annexwlll inform Common Goal immediately.
hereinafter collectively be referred to as "the
Agreement". 3. Renegotiation ofthe Project Cooperation and Donation
1.2 Nothing in the Project Cooperation and Donation Agreement
Agreement(Including this Annex}shall be construed to In case that the funding requirements change,Common
createajolnt venture,legal partnership,agency orslmilar Goal may requestCP to makeamendments and additions
relationship or association whatsoever between to the terms and conditions of the Agreement in the
Common Goal and the CP. The parties agree and future and at any time to the future Project definitions
undertake (€) not to misrepresent the scope of the and details, In order to ensure the appropriate use of
appointments and engagements under the Project funds,and in orderto comply with funding requirements
Cooperation and Donation Agreement,(II)norto make or that may in the future be imposed on Common Goal by
allow anytypeof publicity oractivity byany means,which the funding donors, CP may not object to this request
may produce an impression of any form of association without a special ground.
between the CP and Common Goal or any of its affiliates, q, Reporting/Supervislon/Monitoring
1.3 Nothing in the Project Cooperation and Donation 4A CP shall continuously at least at the end of each month
Agreement or In this Annex shall be deemed to give the inform Common Goal about the activities In relation to
CP the authority or power to act in the name or on behalf their obligations and performance of the Project
of Common Goal,orto give the CP the authority or power Cooperation and Donation Agreement and deliver at any
to enter Into any agreements in the name or on behalf of time additional Information if so requested,
Common Goal.Nothing in the Project Cooperation and 4.2 Dutyto supply information:CP shall Inform Common Goal
Donation Agreement or In this Annex shall be deemed to Immediately;if the project goal or other circumstances of
give Common Goal the authority or power to act In the vital relevance for the provision of the funds change or
name or on behalf of the CP,or to give Common Goal the lapse;For the running of the project it is necessary that
authority or power to enter Into any agreements In the CP has to create a separate account In its accounts,In
name or on behalf of the CP, which all income and expenditure related to the project,
1.4 Both Parties acknowledge thatthe implementation of the Including accrued interest is recorded.
cooperation must be in line with their respective 4.3 CP shall keep accounts showing all Its receipts and
statutory obligations,Le.must be in line with and aim at payments in a Project and shall keep the books,original
furthering Common Goal's and CP's charitable goals and receipts and vouchers for income and outlays,proof of
activities,respectively. payments, exchange vouchers and the agreements
concerning the awarding of contracts as well as all other
2. Performance of the Cooperation Partner documents relating to the project for a period of ten
2.1 The CP undertakes to perform all its respective years after the termination of a Project. The book-
obligations under the Project Cooperation and Donation keeping must conform with the principles of adequate
Agreement in good faith,carefully and diligently and to and orderly accounting.Evidence of the convers€on ofthe
the best of their ability In accordance with the highest funding Into local currency shall be furnished in the form
standards in the relevant sector and thereby safeguard of official exchange vouchers. The exchange control
the Interests of the CP and Common Goal,If CP cannot regulations in force at the time shall apply to all such
fulfil its obligations(or any part thereof)accordingtosuch transactions. Proof of payments and receipts must be
quality requirements, CP shall undertake reasonable furnished in the form of vouchers. The receipts for
efforts to achieve the expected quality at its own cost. expenditure must provide information as to the recipient,
2.2 Upon becoming aware of any (possible) delay, non- the reason for payment,proof of payment and the date.
performance or breach under the Project Cooperation Iffeasible All vouchers must also Include a clear indication
and Donation Agreement, CP shall Immediately notify of the project to which they relate,Co-funding by third
Common Goal in writing about such problems. parties and contributions by the target group which count
as counterpart contributions must be documented and
2.3 The CP shall conduct its activities so as to enhance the recorded as Income and expenditure.In the case of work
position of,and promote the goodwill associated with, done,the names ofthe peoplewho didthe work,the date
the cooperation, Common Goal and Its affiliates, the work was carried out and the number ofdays worked
partners, network members, projects and other by each person must be listed and rece€pted.The value
contractual partners,and shall not in any way disparage put on the work is to be based on the normal hourly or
the name,reputation or image ofthe cooperation or any daily rate of pay In the country concerned;If necessary,
ofthe foregoing entitles' proof of the rates is to be provided.
2A CP undertakes to comply with all respective applicable 4.4 Common Goal may require from the CP a proof of
local, regional, national and international laws and employment of the donated funds consisting of a
decrees applicable to the obligations respectively
summary report and a statement of accounts. The
assumed under the Project Cooperation and Donation summary report shall contain a description of the use of
Agreement, particularly, but not limited to, those the donated funds, as well as a comparison of the
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COMMON GOAL
progress of the project with the targets,setting forth the social security, health and other Insurance and other
achievements and failures,the obstacles and steps taken taxes,duties,levies,as foreseen by law and practice in
to overcome them. The summary report must also the relevant legislations.
Include details of the most Important items from the 5.4 CP fully indemnifies Common Goal against any and all
statement of accounts.The statement of accounts must claims raised by third parties relating to a violation of this
iisttheincomeandout€ayschronologicallyandseparately clause s(or any other provision hereof).
in accordance with the breakdown of the budget.The
accounts must contain all Income related to the project 6. Safety measures/Insurance
(grants, services of third parties, own funds, interest 6.1 CP shall take all legally required or otherwise useful or
accrued)and outlays.The statement of accounts must customary safety and protective measures to safeguard
include a tabular overview of the receipts listing the its own and Common Goal's employees, mandatees,
outlays according to type and separately in chronological subcontractors or other third parties involved In the
order(receipts list).The receipts list must clearly show performance of the Project Cooperation and Donation
the date, payee/payer as well as the reason for and Agreement.
individual amount of each payment. If the CP has the 6.2 CP undertakes to take out health, accident, other
option of deducting VAT as input tax,only the net prices personal injury Insurance and professional liabllity
(prices without turnover tax)may be Included.The proof insurance that covers the risks associated with the
of employment of funds must confirm the necessity of performance of the Project Cooperation and Donation
the outlays, that the money was used efficiently and Agreement In an adequate manner. Such insurance
economically and that the details provided conform to coverage will be at least compliant with all applicable
the accounts. Common Goal may also require to be labour or other regulations and the customary industry
provided with copies of or original receipts and vouchers standard.
for income and outlays, proof of payments, exchange
vouchers, quotations obtained in respect of 7. Marks and other Intellectual Property
procurement, and the agreements concerning the 71 The CP acknowledges that Common Goal is the owner of
awarding of contracts as well as all other documents all Common Goal marks,and that all goodwill In and in
reiatingto the project-organlsed in accordance with the relation thereto shall remain vested in Common Goal
budget and grouped together by budget Items. respectively both during and after the term of the Project
4,5 Common Goal may halt the disbursement of further Cooperation and Donation Agreement. The CP
funds in the form of a donation and reclaim donated acknowledges that trademarks,corporate marks,names,
funds, as the case may be, if CP does not apply the logos, symbols or any other similar identification of
donated funds--fully or In part--to the purpose and Common Goal or Its respective affiliates and/crany part
pursuant to the restrictions laid down in the Project of these are an extremely valuable intellectual property
Cooperation and Donation Agreement as well as of Common Goal and are actively protected under
pursuant to the conditions and restrictions of the national trade marks,copyright and unfair competition
donation stipulated in 4.3 to4.G above. laws.The CP agrees not to challenge Common Goal's
4.6 Common Goal further has the right to halt the ownership or other rights In relation to such intellectual
disbursement or reclaim donated funds,as the case may property rights of Common Goal respectively.Any and all
be:if the prerequisite conditions forthe Agreement later goodwill arising from such Intellectual property rights
become Invalid; If excess Project payments have been shall inure to the benefit of Common Goal respectively.
made; if the data on which Project funding was based 7.2 No rights to use the Common Goal logo or any other
were Incomplete or Incorrect,if obligations in respect of Intellectual property rights of Common Goal are granted
bookkeeping, accounting and reporting are not met to the CP.The CP is not authorized to use any of such
within the required period, intellectual property rights of Common Goal,In addition,
4.7 Common Goal is,after consultation with the CP,entitled the CP does not have the right to use or grant,or purport
to examine and copy the accounts, books and other to grant,any right or license to any third party to use a
records,documents,correspondence and files of the CP logo, brand, trademark or other insignia or signs of
as far as related to the Project,as well as to audit the use Common Goal.
of the funds by means of local assessments or through 7.3 The CP is not permitted to, and undertakes to refrain
authorised representatives. All third-party inspection from the development,use or registration of any name,
costs shall be borne by Common Goal,save that the CP logo, trade mark, €ndleia, brand name, domain name,
shall bear such costs if any independent examination symbol,service mark or other mark(whether registered
reveals material inconsistencies between the or unregistered), designation, or other identification in
documentation inspected ancithecontentsofanyreports any colour or language which may be inferred by the
and constitute a negligent and/or wilful violation of the public as creating an association or identifying with
provisions hereunder. Common Goal,Its affiliates,its network members or its
5. Financial Obligations/Taxes projects,or the development,use or registration of any
term which unfairly competes with Common Goal, its
5.1 CP is obliged and undertakes to hold and continue to hold affiliates,its network members or its projects,
all licences and permissions required to perform its
respective obligations underthe Project Cooperation and 7.4 The CP shall not use any trade marks, names, logos,
Donation Agreement. symbols or other similar indicla of Itself or any other
person with the Common Goal marks.
5.2 CP is responsible for the reporting and payment of any
ny
and all other of Its taxes,duties,levies,socaa[security, 7.5 Common
TheCP g Goal, or twill not register or
name, (whether
health and otherinsurance and othersimilar payments as Common Goal, or any related domain name, (whether
foreseen by law and practice in the relevant legislations, directly or indirectly with the assistance of a third party),
resulting from the entering into and performance of the nor establish or operate any website/web page which
Project Cooperation and Donation Agreement without could be perceived as Common Goalwebsite/page.
any recourse to Common Goal. 7.6 The CP hereby irrevocably and unconditionally grants
5.3 The CP guarantees and assures that it will act as a good and/or assigns,as the case may be,to Common Goal free
citizen In relation to any tax matters and, thereby, In of charge and with full title guarantee all legal and
particular,but not limited to,pay all corporate,income, beneficial right,title and interest in,and to,any and all
services and materials used and/or created and/or
to
COMMON GOAT.
produced by the CP In relation to the Project.In the case 8. Public announcements
of an assignment of copyrights in relation to work yet to No press releases or public announcements of any kind
be created,the assignment shall be by way of a present shall be made regarding the subject matter of the project
assignment of future copyrights. For the purpose of except as specifically agreed between the parties In
complying with such obligations of assignment, the CP writing,
shall,to the extent necessary under applicable laws and
at its own cost and expense,acquire all such necessary 9. Confidentiality
rights, clearances, titles and interest (including The parties shall not without the prior express written
intellectual property)in,and to,all such materials from consent between the parties, during the term of the
all relevant subsequent subcontractors, Common Goal Project Cooperatlon and Donation Agreement or after
shall be entitled to fully utilise and/or exploit the services termination thereof,use,divulge or communicate to any
and/or works arising therefrom for any purpose and in third party or to the media (including public
any manner whatsoever without any restriction or announcements and press releases) the terms of this
limitation of whatsoever nature including any Annex and the Cooperation Agreement as well as any and
requirement to obtain any consent or licence from any all information which is made available under the Project
party whatsoever. Cooperation and Donation Agreement, or comes to
7.7 The CP hereby irrevocably and unconditionally waives,on knowledge of the parties in the performance of its work
its own behalf and on behalf of its employees and all underthe Pro]ect Cooperation and Donation Agreement,
subsequent subcontractors,all rights(including,but not or which was otherwise disclosed, irrespective of
limited to,moral rights)underall laws in connection with whether or not the specific Information represents a
its authorship/creation of the works and/or services trade secret,unless disclosure is required by law.
provided under the Project In whatever part of the world
where such rights may be enforceable(and to the extent 10. Subsequent Subcontracting
legally possible any and all broadly equivalent rights it 1.0.1 CP shall Itself be fully responsible for fulfilling its
may have in any other parts of the world)including any obligations under the Project Cooperation and Donation
right to be Identified as the author/creator of the works Agreement and shall carry out the work entrusted to It on
and/or its services provided under the Project.Common its own or with the assistance of its own skilled workforce
Goal shall have the right to freely use all reports, subject to the terms and conditions of the Project
photographs, written materials and the like created Cooperation and Donation Agreement.
and/or produced by the CP under the terms of the 10.2 In case of a cooperation or subcontracting with third
Project.The CP undertakes to assign and hereby assigns parties,such cooperation or subcontracting shall not In
such rights to Common Goal.The CP shall procure that its any way reduce or limit the Cll responsibility or
employees and all subsequent subcontractors effect any obligations under the Project Cooperation and Donation
and all documents necessary to make this clause 6 Agreement.The CP shall be responsible for the work
binding upon them. carried out by the subsequent cooperation partner or
7.8 The CP may not incorporate any third party material In subcontractorasifitwere Its own work,Furthermore,the
any services without the prior written consent of involvement of third parties must never affect the
Common Goal which may be withheld at Common Goal's Implementation oftl Project Cooperation and Donation
absolute discretion.If Common Goal consents to the use Agreement.
of any third party material In any services,the CP shall,at
its awn cost and expense,acquire all rights, title and 10.3 Contracts forthe provision of supplies and services(such
interest(Including intellectual property)in,and to such as the purchase of goods/services, the awarding of
Projectorssoas to enable CommonGoal and its licensees building contracts) shall normally be awarded on the
and assigns to use the services In the manner basis of competitive tendering if the value of the
contemplated in the Project. contract/servlce is expected to exceed 10l('invitation of
three offers wherever passible/selection of the most
7.9 The CP hereby acknowledges that Common Goal, and economical offer,documentationof price comparison).
third parties authorised by Common Goal,may use and
exploit the materials and services in a variety of ways and 11. Indemnification
within a variety of media(Including,without limitation, 11.1 The CP shall Indemnify and hold harmless Common Goal
print,public exhibition,theatrical exhibition,television, as well as their respective directors,employees,agents
internet,mobile and on-line services).The CP shall make and assigns against any liability or damages arising out of
its employees and subsequent Projectors aware of such or in connection with any activities under,arviolatlons by
potential use and exploitation prior to the provision of theCP of the Agreement,Including,but not limited to,the
goods and services, infringement of any third party's intellectual property
7.10 Without limiting any rights and obligations hereunder, rights and/orany tax laws violations.Thisindemniflcation
the parties agreethat Common Goal shall notacquire any includes any claims for damages (including, without
rights In connection with materials not created in limitation,all direct,Indirect and consequential damages)
connection with or subject to the framework of the and any legal costs(Including reasonable attorney's fees
Project that belong to the CP or subsequent and disbursements)and costs payable to other parties or
subcontractors. incurred by Common Goal.
7.11 Upon request by Common Goal, the CP shall take all 12. Breach/Termination
actions and execute any documents and agreements 12.1 Upon termination of the Project Cooperation and
reasonably necessary to give effect to,pursuant to any Donation Agreement the CP shall Immediately return and
applicable law and regulations, the foregoing clauses deliverto Common Goal allcopies ofany material and any
underthis clause 7. confidential information received, whether held
7.17 The CP acknowledges and agrees that Common Goal is electronically or otherwise.
entitled to freely further assign,sub-licenseorotherwise 12.2 Upon termination of the Agreement all rights granted
transfer any and all rights transferred and/or assigned to between the parties in respect of any materials or other
Common Goal by the CP pursuant to this clause 7 rights under the Project Cooperation and Donation
Agreement shall automatically terminate and, to the
extent necessary, automatically be retransferred and
reassigned,without any further costs to the other party,
li
COMMON GOAL
and any bankruptcy,composition or similar proceeding strictly to the matter in respect whereof it was made or
shall not hinder such automatic termination,retransfer given.
and reassignment ofsuch rights, 13.3 No extension oftlmeorwalveror relaxation of any ofthe
12.3 Upon termination of the Agreement the funding of the provisions orterms of this Agreement orany agreement,
tasks of the CP will be terminated as follows; If the bill of exchange or other document issued or executed
donation payment has been made In the farm of pursuant to or in terms of this Agreement,shall operate
Instalments,the outstanding donation payments will be as an estoppel against any Party in respect of Its rights
made only to the extent that the tasks of the CP In terms under this Agreement, nor shall it operate so as to
ofthe Project Cooperation and Donation Agreement have preclude such party(save as to any extension,waiver or
already been completely accomplished by the CP.With relaxation actually given)thereafter from exercising its
regard to donation payments which have already been rights strictly in accordance with this Agreement.
made at the time of the termination of the Agreement 13.4 To the extent permissible by law no party shall be bound
Clauses 4.6 and 4.7 shall apply mutatis mutandis, by any express or Implied or tacit term,representation,
12.4 The obligations of Common Goal and CP under clauses warranty, promise or the like not recorded herein,
4.4,4.5,4.8,7,8,9 and 11 shall survive the expiration or whether It induced the contract and/or whether it was
termination of the Agreement. negligent or not,
13. Whole agreement,no amendment 14. Waivers
13.1 This Annex together with the Project Cooperation and Failure by any party to enforce orexercise,at anytime or
Donation Agreement,together with any signed minute, for any period,a term of the Project Cooperation and
constitutes the whole Project Cooperation and Donation Donation Agreement,does not constitute,and shaII not
Agreement between the Parties relating to the subject beconstrued as,a waiver of that term and shall notaffect
matter hereof and supersedes any other discussions, the right later to enforce thatterm or any other term of
agreements and/or understandings regarding the subject the Project Cooperation and Donation Agreement
matter hereof.
13.2 No amendment or consensual cancellation of this 15. Effect of invalidity
Agreement or any provision or term hereof or of any 15,1 If any court or competent authority finds that any
agreement,bill of exchange or other document issued or provision of the Project Cooperation and Donation
executed pursuant to or in terms of this Agreement and Agreement(or part of any provision)is invalid,illegal or
no settlement of any disputes arising under this unenforceable,that provision or part-provision shall,to
Agreement and no extension oftime,waiverorrelaxation the extent required,be deemed to be deleted,and the
or suspension of or agreement not to enforce or to validity and enforceability of the other provisions of the
suspend or postpone the enforcement of any of the Project Cooperation and Donation Agreement shall not
provisions or terms of this Agreement or of any be affected,
agreement, bill of exchange or other document Issued 15.2 If any Invalid, unenforceable or illegal provision of the
pursuant to or in terms ofth€s Agreement shall bebinding Project Cooperation and Donation Agreement would be
unless recorded in a written document signed by the valid, enforceable and legal if some part of It were
Parties(or in the case of an extension of time,waiver or deleted, the parties shall negotiate in good faith to
relaxation or suspension,signed by the party granting amend such provision such that,as amended,it is legal,
such extension, waiver or relaxation). Any such valid and enforceable, and, to the greatest extent
extension,waiver or relaxation orsuspension which is so possible,achieves the parties'original Intention.
given or made shall be strictly construed as relating
12
COMMON GOAL
Annex II: Budget
SANTA ANA RePLAY WOLRD CUP LEAGUE 2026
Personnel
. number of -
CrassificaGort vof Positions 11ours/LYeek tiourlywage - Weeks Cost
- - -
Reireation5upentisor . 1 3.6 5 33.91 7 S 3,245
Racreation Coordinator 2 12 S 36.51
Community Center Aide 1 3 $ 24.79 3 S 372
Program Leader 11 3 12 $ 20.17 3 $ 3,651
Program Leader 1 3 12 5 18.d9 5 $ 3 3Zii
$ 19,24q
'item Unit Price Unit s Total cost
1-s(jerseys,Shorts,Socks) 5 25.00 192 S 4rBOD-00
Medals $ 5"64 192
Referee T".-•- 5 40 q0 65 $ 2r52q.40
Santa Ana ReplaKeVE. 30.00 2 S 160.00
Player of the Match
(Tournament} 5 7.50 15 5 IND)
Player of the Toumamant 5 12.00 2 5 24.(10
Final Celebration Dlant-
0),Food g 7r020,CO 1 $ 7.000.00
Trucks,Stage,Artists,Soccer
Skills Tan zone.Step&Repeat
15,7g5-SB..
Total Personnel&Nan-Personnel Budget S 34,997.31
13
COMMON GOAL
Annex III: League Framework &Targets
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