HomeMy WebLinkAbout5727 (2)RESOLUTION NO. 5727
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND THE NATIONAL RECREATION AND PARK
ASSOCIATION TONCCEPT AND EXPEND FUNDS
FORIMPROVEMS TO THE PAVED PATHWAY SYSTEM
AT AUBURNDALE PARK
WHEREAS, the National Recreation and Parks Association ("NRPA"), has
collaborated with the Bobcat Company to provide for local park and recreation agencies
to enhance community and environmental resilience, with a focus on park improvement
and restoration; and
WHEREAS, the NRPA has awarded the City with a grant in the amount of
50,000.00 to help remove the existing asphalt pathways within the forested area of
Auburndale Park and replace with new ADA-accessible gravel paths; and
WHEREAS, to receive the funds, the City must execute a grant agreement with
the NRPA.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section I. The Mayor is authorized to execute an agreement between the City
and the NRPA for grant funds in the amount of $50,000.00, which agreement will be in
substantial conformity with the agreement attached as Exhibit A, and to expend such
funds.
Section 2. The Mayor is authorized to implement those administrative
procedures necessary to carry out the directives of this legislation.
Resolution No. 5727
July 6, 2023 Rev.2019
Page 1 of 2
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed this 17th day of July, 2023.
CITY OF AUBURN
ANCY B S, MAYO'
ATTEST:APP' •V A': •
Shawn Campbbeelt MMC, City Clerk City Attorney
Resolution No. 5727
July 6, 2023 Rev.2019
Page 2 of 2
1 | Page
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU), entered into as of the date of the last signature affixed hereto (July 1st,
2023), is made between National Recreation and Park Association, Incorporated a New York not-for-profit
corporation and Section 501(c)(3) organization located at 22377 Belmont Ridge Road, Ashburn, Virginia, 20148
(“NRPA” or “Grantor”) and City of Auburn Parks, Arts & Recreation, a provider of park, recreation, or community
services located at 910 9th St. SE in Auburn, Washington (“Grantee”) .
Grantee will be responsible for the financial oversight, design, construction, reporting and project management of this
project throughout the length of the MOU. Grantee is the owner of the site and project, collaborator on grant deliverable s,
such as reporting, events, and other activities, and will be responsible for ongoing maintenance of the project and ensuring
all grant deliverables are met and the project is completed in accordance with the terms of this MOU.
1. Purpose
The purpose of this MOU is to confirm approval of the terms governing the acceptance and use of Fifty Thousand Dollars
($50,000.00) (“Grant Funds”) made available to Grantee for the implementation of the project selected for grant funding,
Auburndale Park (“Project”).
Made possible, in part, through the support of Bobcat Company, NRPA is managing the administration of the grant
program (“Program”). Grants made through this Program are intended to increase environmental and community
resilience.
Having been selected as a recipient of Grant Funds through this Program, Grantee is required to accept the terms
contained within this MOU in order to receive the Grant Funds and participate in this Project.
2. Project Funding
a. Within thirty (30) days upon execution of this MOU and delivery to NRPA, NRPA will send Grantee a check
or wire transfer in the amount of Fifty Thousand ($50,000.00)
b. Grant Funds will be distributed by NRPA
c. No matching funds are required
d. It is expressly understood that the NRPA has no obligation to provide additional support or funds to the
Grantee for this Project or any other project or purposes.
3. Grantee Requirements
Grantee will use the Grant Funds to:
A. Support the creation of a new, ADA accessible, green infrastructure pathway at Auburndale Park, in alignment
with Grantees’ attached proposal.
B. Complete Project by January 31st, 2024
C. Grantee may be asked to host a site visit(s) for NRPA and/or Bobcat Company
D. Technical Assistance and Trainings: Grantees will participate in trainings:
• Project kick off call focused on project implementation
• NRPA will share learning opportunities like webinars, identifying solutions that break down barriers in
access to parks and open spaces and play in their community. Grantees are expected to participate in at
least two engagements related to the learning community to complete their grant fulfillment requirements.
DocuSign Envelope ID: 1904DB4F-C553-4C72-901A-F27BDAE05F7A
2 | Page
E. Grantee will host an event for volunteers including local Bobcat Company dealers and the community that
contributes to the Project through hands-on activities as well as for project milestones like the groundbreaking and
ribbon cutting
• Evaluation: Participate in evaluation activities and data collection including: completing community
engagement event forms, participating in focus groups, assisting in organizing interviews with project
stakeholders, and completing a grantee final report.
• Agencies may be asked to participate in an annual focus group.
• Agencies will participate in surveys prior to two project status calls with an NRPA staff member and
submit a written final report.
F. Grantee will promote receipt of Grant Funds and success of Project through one or more strategy; press release,
on-site dedication event, and ongoing social media
G. Grantee will submit a final report (template provided by NRPA) explaining the success of the Project and how the
Grant Funds were utilized upon completion of the Project
4. Promotion
NRPA and Bobcat Company may use Grantee’s name and/or park names, photos, and/or information in connection with
the Project for promotional or other purposes associated with the Project, in any and all media, without limitation and
without further payment, notification, or permission, except where prohibited by law. If the Grantee’s photo release form
does not cover promotional and other uses, NRPA can provide one upon request.
NRPA also grants Grantee a limited, non-exclusive, and royalty-free license to use NRPA’s name, trademark, logos, and
other identifying marks ("Licensed Marks") for promotional or other purposes associated with the Project, unless
prohibited by law. NRPA shall have the right to review and approve the use of the Licensed Marks, as well as any and all
related promotional and advertising material, in order to ensure that the use of the Licensed Marks meets NRPA’s quality
assurance standards.
Grantee shall provide NRPA an opportunity to review and approve any statement, message or use of the Bobcat Company
logo related to this grant or Project in advance of its release to the public. Any promotion, public announcement, annual
report or promotion relating to the Grant Funds or Project shall be subject to the prior review of Bobcat Company and the
National Recreation and Park Association.
All Parties shall retain all title, ownership, rights, and intellectual property rights in their own respective marks , logos,
content, materials, tools and intellectual property. Under no circumstance will any Party to this MOU use another Party’s
Licensed Marks in a false, misleading, or disparaging manner. Upon completion of the Project, Parties shall, at their own
expense, return all copies Licensed Marks to their respective owners beyond what is necessary for record-keeping
purposes.
5. Limits of Liability
To the fullest extent permitted by applicable law, Grantee hereby releases Bobcat Company and NRPA, and each of their
directors, officers, managers, members, employees, agents, attorneys, advisors, consultants, volunteers and other like
parties (collectively the “Support Parties”), from any liability whatsoever relating to or arising out of the Project or the use
of the Grant Funds. Grantee further waives any right to sue or bring any action of any kind against the Support Parties
relating to or arising out of the Project or the use of the Grant Funds. This limitation of liability shall apply whether the
Support Parties’ liability arises due to breach of contract, breach of warranty, or as a result of tortious conduct, including,
but not limited to, negligence (of any kind), strict liability, statutory liability, or any other causes of action.
DocuSign Envelope ID: 1904DB4F-C553-4C72-901A-F27BDAE05F7A
3 | Page
NRPA’s liability, if any, arising out of or in any way related to the relationship and/or dealings between NRPA and
Grantee, shall be limited to the payment amounts paid pursuant to this MOU. NRPA shall not be liable for any damages
caused by or arising out of the acts or omissions of a third party.
new
6. Indemnification
To the fullest extent permitted by applicable law, Grantee shall indemnify, defend and hold harmless the Support Parties
from any and all causes of action, suits, settlements, judgments, liens, indebtedness, damages, losses, costs, expenses, fees
(including attorney’s fees and costs), penalties, claims, claims for relief, liabilities and demands of every kind, nature, a nd
character (collectively, “Claims”) relating to or arising out of: (i) Grantees’ involvement in the development, planning,
demolition, construction, installation, implementation, maintenance, repair and/or management of the Project; (ii) any
failure by Grantees to comply with any applicable laws, rules and/or regulations (including, without limitation, building,
safety and fire codes, etc.); (iii) Grantee’s negligence, misconduct, or malfeasance of Grantee or their agents or
representatives; or (iv) any breach by Grantee of any agreement involving the Project or the use of the Grant Funds. In no
event shall the Support Parties be liable for any punitive, exemplary, special, incidental, indirect or consequential damages
of any kind (including, but not limited to loss of profits, loss of reputation and/or loss of current or prospective business
advantage, even where such losses are characterized as direct damages) arising out of or in any way related to the
relationship and/or dealings between the parties, regardless of whether the claim under which damages are sought is based
upon contract, tort, negligence (of any kind), strict liability or otherwise, and regardless of whether the parties have been
advised of the possibility of such damages at the time of contracting or otherwise . In such cases where Subgrantee’s
obligation to indemnify may be limited due to the requirements of federal, state, or local laws, Subgrantee shall be
responsible for the ordinary negligent acts and omissions of Subgrantee’s agents and employees causing harm to persons
not a Party to this MOU.
7. Confidentiality
During the term of this MOU, the Parties may learn certain Confidential Information of each other. For purposes of this
MOU, “Confidential Information” means the confidential and proprietary information, not generally known by non-party
personnel, used by the disclosing party and which is proprietary to the disclosing party, and includes, without limitation,
the disclosing party's trade secret or proprietary personnel, financial, marketing and business information, including
strategic, operations and other business plans or forecasts, and Confidential Information provided by the disclosing party
regarding its employees, customers, vendors, sponsors and other contractors. The receiving party shall: (i) protect and
safeguard the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care as the
receiving party would protect its own Confidential Information, but in no event with less than a commercially reasonable
degree of care; (ii) not use the disclosing party’s confidential information, or permit it to be accessed or used, for any
purpose other than to exercise its rights or perform its obligations under this MOU; and (iii) not disclose any such
Confidential Information to any person, except to the receiving party’s officers, employees, consultants, accountants, and
legal advisors who are bound by written confidentiality obligations and have a need to know the Confidential Information
to assist the receiving party, or act on its behalf, to exercise its rights or perform its obligations under this
MOU.
8. Term
This MOU shall be effective as of the Effective Date hereof and shall continue until February 29th, 2024 (the “Term”) in
accordance with Section 11.
9. Use of Grant Funds
The Grantee shall use the full amount of the Grant Funds exclusively for the purposes set forth in Section 1. Unless
otherwise agreed in writing by the Grantor, the Grantee shall return any portion of the Grant Funds and the income earned
thereon that is not expended for such purposes in accordance with Section 11.
DocuSign Envelope ID: 1904DB4F-C553-4C72-901A-F27BDAE05F7A
4 | Page
All unspent or uncommitted Grant Funds shall be invested in highly liquid investments (such as an interest-
bearing bank account) with the primary objective being preserving the Grant Funds availability for the Project. Any
interest or other income generated by the Grant Funds must be applied to the purposes described in the Grant Project.
The Grantees agree not to use any portion of the grant or any income derived from the grant for the following:
A. To carry on propaganda or otherwise attempt to influence legislation within the meaning of Section
4945(d)(1) of the Internal Revenue Code of 1986, as amended (the Code);
B. To influence the outcome of any specific public election or to carry on, directly or indirectly, any voter
registration drive within the meaning of Section 4945(d)(2) of the Code;
C. To provide a grant to an individual for travel, study, or similar purpose within the meaning of Section
4945(g) of the Code, without prior written approval of Grantor.
D. Payments of salaries, other compensation, or expense reimbursement to employees of the Grantees within the
scope of their employment do not constitute “grants” for these purposes and are not subject to these
restrictions;
E. Except as expressly may be authorized in the approved Project , to provide a grant to any other organization
without prior written approval of the Grantor; or
F. To promote or engage in the following, but not limited to, acts that would create civil liability, criminal acts,
criminal acts of violence, terrorism, hate crimes, the destruction of any state, or discrimination on the basis of
race, national origin, religion, military and veteran status, disability, sex, age, or sexual orientation, or support of
any entity that engages in these activities.
G. To travel to NRPA’s Annual Conference or any other conference travel without written approval from
Grantor.
10. Audit
Grantee is expected to keep and maintain detailed books and records relating to the Grant, and the Grant Funds (including,
without limitation, all uses thereof and expenditures therefrom) (collectively, the “Records”) during the Term and for a
period of seven (7) years thereafter (the “Audit Period”). NRPA and its assigns have the right to audit the Grantees’
financial records relating to this MOU upon not less than ten (10) business days’ advance written notice to Grantees by
NRPA at any time during the Audit Period, at NRPA’s sole expense, during Grantee’s normal business hours. If as a
result of an audit, NRPA determines that Grant Funds were not spent in accordance with the purposes of this Grant, the
Grantees shall: (1) be required to return any Grant Funds not substantiated, and (2) reimburse NRPA for all costs and
expenses incurred in connection with such audit. If NRPA determines that Grant Funds were used for fraudulent purposes,
the Grantees shall be barred from participation in any further programs. Grantees shall further indemnify, defend, and
hold the Support Parties harmless from any acts or omissions relating to its fraudulent use of the Grant Funds .
11. Termination and Repayment
Any Party may terminate this MOU at any time for any reason upon providing the other party thirty (30) calendar days’
written notice. Further, either party may terminate this MOU at any time effective upon receipt of written notice by the
other party of failure to perform. In the event that this MOU is terminated for any reason, Grantee shall promptly repay to
NRPA any portion of the Grant Funds not already spent (subject to and in accordance with all of the terms and conditions
hereof) as of the effective date of such termination.
None of the Parties shall be liable to the other by reason of termination of this MOU for compensation, reimbursement or
damages for any loss of prospective profits on anticipated sales or for expenditures, investments, leases or other
commitments relating to the business or goodwill of any of the parties, notwithstanding any law to the contrary. No
DocuSign Envelope ID: 1904DB4F-C553-4C72-901A-F27BDAE05F7A
5 | Page
termination of this MOU shall release the obligation to pay any sums due to the terminating party which accrued prior to
such termination.
12. Compliance with Laws.
Grantee will comply in full with all applicable federal, state, and local laws and regulations and rules of governmental
agencies and bodies relating to Grantee's acceptance and use of the Grant Funds, including those that govern gifts,
donations, contributions, expenditures, and anything else of value that benefit, directly or indirectly, public officials.
Grantee agrees to notify Grantor immediately: (a) of any conduct on Grantee’s part that may be in violation of any
applicable federal, state and local laws and (b) if Grantee receives notice of, or otherwise becomes aware of, any actual or
threatened investigation, action, litigation, or disciplinary or other proceeding of which Grantee is or may be a subject in
connection with the Grant Funds and to the extent permitted by applicable law, shall provide Grantor with all written
notices and communications received by Grantee relating to or any such investigation, action, litigation, or disciplinary
proceeding.
13. Governing Law, Jurisdiction, Venue and Dispute Resolution
This MOU and the performance thereof shall be governed, interpreted, construed and regulated by the law of the
Commonwealth of Virginia, without reference to or application of principles concerning conflicts of laws of any
jurisdiction. Notwithstanding the foregoing, this governing law and venue provision shall not apply to a Subgrantee that is
a state or public institution and afforded sovereign immunity under applicable state law. Before commencing any
litigation arising out of or relating to the relationship of the parties, this MOU, or the breach hereof, the parties agree to
negotiate in good faith to resolve such dispute within fifteen (15) business days of notice by the other party of such
dispute. Should the parties fail to mutually resolve their dispute and commence litigation, the parties hereby irrevocably
consent to venue before the federal and state courts situated in the Commonwealth of Virginia and each party hereby
irrevocably submits to the jurisdiction of such courts. The prevailing party in any action or litigation, including appeals,
arising out of or related to this MOU shall be awarded its reasonable attorney’s fees and costs. The Parties agree that
NRPA would not have an adequate remedy at law and would be irreparably injured if Grantee breaches its covenants
hereunder and NRPA shall be entitled to injunctive relief as a remedy for any breach or threatened breach hereof without
showing or proving any actual damages.
14. No Agency; Relationship of the Parties
Each party and their respective officers, employees, agents, contractors and/or consultants are independent contractors and
are not, nor shall they hold themselves out to as or claim to be, employees or agents of the other party or any department,
agency or unit thereof; accordingly, neither party shall have any authority to enter into any agreement on behalf of the
other party or otherwise cause the other party to incur any obligations whatsoever other than as set forth herein.
15. Notices
All notices, requests, demands and other communications required or permitted under this MOU must be in writing and
will be deemed to have been duly given, made and received only (a) when personally delivered, or (b) on the date
specified for delivery when deposited with an overnight courier service such as Federal Express for delivery to the
intended addressee, or (c) when sent via facsimile, only so long as followed by a hard copy sent in a manner set forth in
(a) or (b) above, or (d) when delivered via email, only so long as followed by a hard copy sent in a manner set forth in (a)
or (b) above, each of the foregoing addressed as set forth below:
If to Grantee, to:
City of Auburn Parks, Arts, and Recreation Department
25 W Main St., Auburn, WA 98001
Attn: Daryl Faber, Director
Email: dfaber@auburnwa.gov
DocuSign Envelope ID: 1904DB4F-C553-4C72-901A-F27BDAE05F7A
6 | Page
If to NRPA, to:
National Recreation and Park Association
22377 Belmont Ridge Road
Ashburn, VA 20148
Attn: Ayanna Williams, Director of Community and Environmental Resiliency
Email: awilliams@nrpa.org
16. Entire Agreement.
This MOU supersedes any and all agreements, either oral or written, between the parties hereto with respect to the subject
matter covered herein and contains all of the covenants and agreements between the parties with respect to the Grant
purpose and Project in any manner whatsoever. Each party to this MOU acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this MOU
shall be valid or binding. Any modification of this MOU will be effective only if it is in writing signed by the parties
hereto. Any changes, additions or deletions to this MOU, including the Project, must be approved in writing by all the
parties. This MOU and all amendments may be signed in counterparts, each of which will constitute one and the same
document. Any signature delivered via facsimile or other electronic means shall be deemed an original signature to this
MOU. The section headings contained in this MOU are for reference purposes only and shall not affect in any way the
meaning or interpretation of this MOU.
17. Severability.
If any term, covenant, or condition of this MOU or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this MOU, or the application of such term, covenant, or condition to
persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affe cted thereby, and
each and every remaining term, covenant, or condition of this MOU shall be valid and enforced to the fullest extent
permitted by law.
These parties have caused this MOU to be signed by their duly authorized representatives as of the last date set forth
below.
National Recreation and Park Association City of Auburn Mayor
By: _________________________ By:______________________
Printed Name: __________________ Printed Name:__________________
Title: _________________________ Title:_________________________
Date: ________________________ Date: ________________________
DocuSign Envelope ID: 1904DB4F-C553-4C72-901A-F27BDAE05F7A
8/9/2023
Mayor
Nancy Backus