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HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-114 MOU btw COT and Parks & Recreation FoundationTemp. Reso. #13845 September 28, 2022 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2022 - Il A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF TAMARAC AND THE TAMARAC PARKS AND RECREATION FOUNDATION, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE MEMORANDUM OF UNDERSTANDING; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Florida Statutes provide that municipalities shall have the governmental, corporate, and proprietary powers to enable them to conduct municipal government, perform municipal functions, and render municipal service, and exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, Article IV, Section 4.07 of the City Charter of the City of Tamarac ("City") empowers the City to adopt, amend, or repeal such ordinances and resolutions as may be required for the proper governing of the City; and WHEREAS, the City owns and operates a wide array of parks and facilities that provide recreational activities, events, programs, and social service programming to meet the needs of the community; and WHEREAS, the Tamarac Parks and Recreation Foundation (PAROT) is a Florida not -for -profit corporation with a principal purpose of supporting the City of 138198368.1 Temp. Reso. #13845 September 28, 2022 Page 2 of 4 Tamarac's parks and facilities, recreational activities, events, programs, and social service programming through advocacy and fundraising efforts ; and WHEREAS, a formalized relationship between the City and PAROT will help to enhance the City's park and facilities, recreational activities, events, and social service programming offered to City residents; and WHEREAS, the City and PAROT desire to enter into a Memorandum of Understanding ("MOU") formalizing the cooperative relationship between the City and PAROT and memorializing the roles of each party; and WHEREAS, the Director of Parks and Recreation recommends execution of the MOU between the City and PAROT attached as Exhibit "A", and WHEREAS, the City, deems it to be in the best interests of the business owners, residents, and visitors the City to execute the MOU. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: Section 1: The foregoing whereas clauses are ratified and confirmed as being true and correct, are the legislative and administrative findings of the City Commission and made a specific part of this Resolution; all attached exhibits are incorporated and made a specific part of this Resolution. Section 2: The MOU between the City and PAROT, a copy of which is attached as "Exhibit 1 ", is approved and the appropriate City Officials are authorized to execute the MOU on behalf of the City. 138198368.1 Temp. Reso. #13845 September 28, 2022 Page 3 of 4 Section 1 All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 4: Any scrivener or typographical errors that do not affect intent may be corrected with notice to and authorization of the City Attorney and City Manager without further process. Section 5: If any clause, section, other part, or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Section 6: This Resolution shall become effective immediately upon adoption. "The remainder of this page has been left blank intentionally" 138198368.1 Temp. Reso. #13845 September 28, 2022 Page 4 of 4 PASSED, ADOPTED AND APPROVED this / V -day of��- 2022. ATTEST: r lUIL KIMBERLY DILLON, CMC CITY CLERK MICH LLE J. GOM MAYOR RECORD OF COMMISSION VOTE: MAYOR GOMEZ DIST 1: COMM. BOLTON DIST 2: V/M GELIN DIST 3: COMM. VILLALOBOS—g DIST 4: COMM. PLACKO APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELIANCE OF THIS CITYrOF TAMARAC ONLY. DHPj R. H'ERIN, J ITY ATTORNEY 138198368.1 Temp. Reso.#13845 Exhibit 1 MEMORANDUM OF UNDERSTANDING Between City of Tamarac and Tamarac Parks and Recreation Foundation This MEMORANDUM OF UNDERSTANDING ("MOU") is made effective as of September _, 2022 (the "Effective Date") by and between the City of Tamarac, a Florida municipal corporation ("CITY") and the Tamarac Parks and Recreation Foundation, a Florida not - for -profit corporation ("PAROT"). Together, CITY and PAROT are referred to as the "Parties" and individually as a "Party." RECITALS PAROT is a Florida not -for -profit corporation, with a principal purpose of planning, encouraging, and supporting Tamarac Parks and Recreation facilities, programs and social services through advocacy and fundraising support. 2. PAROT solicits and receives gifts, donations and grants from public and private sources in order to carry out its purpose. 3. PAROT is an independent nonprofit organization under Section 501(c)(3) of the Internal Revenue Code, which qualifies for the charitable contribution deduction under Section 170(b)(1)(A). 4. CITY owns and operates a wide array of parks and facilities and operates a number of recreation, aquatic and social service programs and special events to meet the recreational and social service needs of the community. CITY and PAROT share an interest in supporting City of Tamarac parks, facilities, recreation, aquatic and social services programs and special events and facilitating the identification, funding, and completion of community -generated parks capital projects. 6. CITY has determined the public interest would be best served by entering into a memorandum of understanding with PAROT to authorize the use of the name of the City of Tamarac and the City official website to allow the solicitation of gifts, grants, sponsorships and devises from public or private sources to further PAROT's purpose. 7. CITY and PAROT desire to enter into this MOU identifying PAROT as an official fundraising entity for Tamarac Parks and Recreation in order to formalize the framework for cooperation between CITY and PAROT and to further memorialize the roles each Party will have. NOW, THEREFORE, the Parties to this MOU set forth the following as the terms and conditions to their understanding: Temp. Reso.#13845 Exhibit 1 MOU Purpose. The purpose of this MOU is to formally establish a framework for cooperation and collaboration between the CITY and PAROT. This MOU is non -binding. It will assist with defining the relationship between the Parties to ensure that the goals of each are accomplished in a mutually supportive way. 2. Guiding Principles. a. PAROT exists to support City of Tamarac parks, facilities, recreation and aquatic programs, social services and events (hereinafter referred to generally as the "P&R Programs") through advocacy and fundraising. b. PAROT shall be an official non-profit fundraising entity of City of Tamarac P&R Programs. i. PAROT shall work with the Tamarac Parks and Recreation Director or a designee to identify improvements for P&R Programs targeted for fundraising efforts. ii. CITY shall allow PAROT to place a link on the City's official website to promote their activities and solicit donations. iii. CITY agrees to submit funding requests to PAROT annually for consideration of funds to be dispersed to CITY. c. Notwithstanding the Parties' affiliation by purpose, PAROT is and shall remain a separate legal entity from CITY, and no partnership, agency or other legal relationship described in this MOU shall be created by this MOU or the Parties' relationship. i. PAROT shall retain sole authority over its own operations and shall make its own decisions about participation in any project, fundraising, or P&R Programs. ii. All donations and gifts to PAROT shall be owned by PAROT, and shall only be maintained or distributed for CITY's benefit as determined by the PAROT Board of Directors (the "PAROT Board"). All funds received by CITY for PAROT purposes shall be maintained in accounts that are separate from CITY accounts. In no event shall PAROT and CITY funds be intermingled. d. CITY shall retain sole authority over P&R Projects approvals that are specific to CITY and CITY shall make its own decisions on whether to support a PAROT initiative by approving such P&R Projects. Temp. Reso.#13845 Exhibit 1 i. CITY will evaluate proposed P&R Projects for consistency with the Parks, Recreation and Social Services Master Plan, Capital Improvement Plan, Eastside Parks Feasibility Study, City Strategic Plan, operating budget and other planning documents created in the future. e. CITY is the owner and operator of the City of Tamarac parks and facilities upon which a substantial portion of funds raised by PAROT would be expended. 3. PAROT Board Requirements. a. PAROT shall amend its bylaws to provide that (1) the Director and (2) the Assistant Director of Parks and Recreation, or their provided designee(s) shall serve as non -voting, ex-officio members of the PAROT Board. b. PAROT shall amend its bylaws, articles of incorporation, and such other corporate documents required by law, to provide that the Director of Parks and Recreation or its designee be identified as the Registered Agent for PAROT. 4. Additional Support. a. The Parties expressly agree that there is no obligation for CITY to provide financial, in -kind, or personnel support to PAROT. However, at CITY's sole discretion, CITY may provide such limited and reasonable support to PAROT upon request from PAROT. b. All donations of capital equipment provided by PAROT to CITY shall become CITY property upon acceptance by CITY and said property shall be maintained as such. 5. Reporting and Documents. a. PAROT shall make reports available to the public annually, as to all expenditures and fiscal accounting for donations and expenditures. b. PAROT will maintain its status as a tax-exempt, charitable organization under state and federal income tax laws to ensure gifts and bequests received may qualify as deductible, charitable contributions for the donor. c. PAROT shall provide to CITY and keep on file with the CITY Parks and Recreation Department updated copies of all enabling documents, including the IRS Determination Letter, Federal tax information, Articles of Incorporation, and Bylaws. PAROT shall have an ongoing obligation to provide CITY Parks and Recreation Department with any amendments or updates to such documents. Temp. Reso.#13845 Exhibit 1 d. CITY agrees to provide PAROT an annual report identifying the distribution and use of funds provided to CITY by PAROT. 6. Fundraising. a. PAROT will hold general fundraising events throughout the year. The Parties will work together to streamline internal processes to ensure prompt and relevant support for fundraising efforts to further the goals of such events. b. PAROT shall typically accept private donations and gifts intended for endowment or capital use to benefit CITY's P&R Projects. Notwithstanding the foregoing, PAROT agrees, before accepting gifts with restrictive terms, conditions, or covenants, or gifts of real estate or equipment, to give notice to CITY of all relevant restrictions, conditions, stipulations, or other potential encumbrances which may be associated with such gift. CITY shall internally evaluate such gifts prior to authorizing PAROT's acceptance, which authorization shall not be reasonably withheld. PAROT agrees to advise donors of a restricted gift that such gift may be subject to CITY and PAROT approval prior to acceptance. c. PAROT shall provide CITY with quarterly summary reports of donations and gifts received, or at such other time as CITY may reasonably request. 7. Term. This MOU shall remain effective until either Party provides the other Party with written notice at least thirty (30) days in advance of its intent to terminate the MOU. In the event a Party delivers such notice of its intent to terminate this MOU, the MOU shall remain effective until the stated date of termination provided in the notice. Distribution Upon Dissolution. In the event of its dissolution, PAROT shall distribute its assets to the Tamarac Parks and Recreation Department Social Services Donation Account, in order to continue services to community members, provided, however, that CITY is and remains qualified to receive tax-deductible charitable donations and gifts under relevant state and federal income tax laws, and such distribution is not inconsistent with any prior provided donor limitations. 9. Indemnification. PAROT shall indemnify and hold harmless CITY, its officers, employees and agents from all suits, claims, or actions of every name and description brought against CITY caused by the sole negligence of PAROT or of PAROT's employees, officers, or agents in performing the obligations under this MOU. Nothing contained in this MOU is intended, nor shall be construed to waive CITY's rights and immunities under the common law or Florida Statutes § 768.28, as amended from time to time. 10. Public Records and Audits. CITY is a public agency subject to Chapter 119, Florida Statutes. PAROT shall comply with Florida's Public Records Law. Specifically, PAROT shall: (a) keep and maintain public records required by CITY in order to perform under Temp. Reso.#13845 Exhibit I this MOU; (b) upon request from CITY's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Term and following completion of the contract, if PAROT does not transfer the records to CITY; and (d) upon termination of this MOU, transfer, at no cost to CITY, all public records in possession of PAROT, or keep and maintain public records required by CITY to perform under this MOU. If PAROT transfers all public records to CITY upon termination of the MOU, PAROT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If PAROT keeps and maintains public records upon termination of the MOU, PAROT shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to CITY, upon request from the CITY's custodian of public records in a format that is compatible with the information technology systems of CITY. 11. Public Records Custodian. IF PAROT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PAROT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS MOU, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 (954) 597-3505 CITYCLERK@TAMARAC.O RG 12. Compliance With Applicable Law. PAROT agrees to comply with all applicable federal, state and local laws, codes, rules, and regulations in connection with this MOU. 13. Independent Contractor. This MOU shall not constitute or make the Parties a partnership or joint venture. For purposes of this MOU, PAROT shall be deemed an independent contractor, and not a partner, agent, agency, department or ad hoc committee of CITY. No agent or employee of PAROT shall attain any rights or benefits under CITY policies. 14. Entire Agreement; No Modifications. This MOU constitutes the entire understanding and agreement between the Parties and supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein. This MOU may be modified, amended, or revoked only by the mutual written consent of the Parties hereto. 5 Temp. Reso.#13845 Exhibit I 15. Assignment. This MOU, or any interest herein, shall not be assigned, transferred, or otherwise encumbered under any circumstances by either Party without the prior written consent of the other Party. 16. Miscellaneous. In the event that any one or more of the provisions contained in this MOU shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other portion of this MOU, and this MOU shall be construed as if such provision had never been contained herein. This MOU and the rights and obligations of the Parties shall be construed in accordance with and governed by the laws of the State of Florida. The Parties agree that venue for any action brought by either Party to enforce or interpret this MOU shall lie in the courts of Broward County, Florida. By entering into this MOU, PAROT and CITY expressly waive their right to a jury trial of any civil litigation related to or arising out of this MOU. 17. Counterparts. This MOU may be executed in any number of counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the date first above written. TAMARAC PARKS AND RECREATION FOUNDATION, a Florida not -for -profit corporation OF T AMq,4 By. Name: c ► s o�/ 0. Title ESTABLISHED _ 1963 p _ CITY OF TAMARAC, a Florida municipal 0�'• SEAL IQ-,corpo 0 couNl .,`�� By: NarnV Title: