2024/01/17 National Recreation and Park Association National Recreation and Park Association, Incorporated
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MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU), entered into as of the date of the last signature affixed hereto
(Effective Date), is made between National Recreation and Park Association, Incorporated (UEI #:
P3MFNAKCQZJ6), 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 the City of Menifee, a California
municipal corporation with a mailing address of 29844 Haun Rd, Menifee, CA 92586 (“Grantee”).
1. Purpose
The purpose of this MOU is to confirm approval of the terms governing the acceptance and use of Three
Thousand Dollars ($3,000) (Grant Funds) made available to Grantee for the implementation of the project
selected for grant funding (“Project”): Supporting Healthy Aging through Parks and Recreation 3.0. Grantee will
also receive two (2) instructor trainings and related supporting program materials for the Walk With Ease
program.
This grant opportunity is made possible through the support of the U.S. Centers for Disease Control and
Prevention (CDC), supported by the Funding Opportunity Announcement (FOA) Number: DP21-2106 and Award
No. 5 NU58DP006985-03-00 in the amount of $460,003.00, dated June 27, 2023 and signed by Ms. Pamela
Render, Grants Management Officer. NRPA is managing the administration of the grant program (Program).
Grants made through this Program are intended to support the implementation of arthritis-appropriate evidence-
based interventions (AAEBIs) (i.e., Active Living Every Day, Enhance Fitness®, Fit & Strong!, Walk With Ease,
or Tai Chi for Arthritis) through local parks and recreation.
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 receipt of the proposed project budget and
organization ‘s W-9, NRPA will send Grantee a check or wire transfer in the amount for the Grant
Funds to support the goals of the grant.
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 funds to the Grantee
for this Project or any other project or purposes.
3. Grantee Requirements
Grantee will use the Grant Funds to:
A. Increase the availability and sustainability of AAEBIs provided through local parks and recreation.
B. Participate in NRPA’s virtual Grantee Kick Off Call which Grantee attended on December 6, 2023.
C. Work to enroll 150 participants in Walk With Ease by May 31, 2025.
D. Collaborate with NRPA to conduct evaluation and AAEBI tracking activities and submit information
quarterly to NRPA as requested regarding:
• Reach of AAEBIs (# of participants, demographics, etc.)
• Completion of instructor trainings
• Updates on project status and timeline for planned activities/elements
• Impact stories
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• Pictures documenting progress and activities (if applicable)
E. Participate in other AAEBI implementation and delivery evaluation activities as requested including
interviews, focus groups, hosting a site visit, and surveys to document best practices to help inform
resources and tools related to recruitment and partnership building.
F. Conduct local community outreach through web, social media, and local press release to help
promote the Project in accordance with all press and promotional prior approvals. NRPA will provide
a toolkit of sample content for this outreach.
G. Document and share with NRPA success stories, press releases, photos, videos, quotes, local media
coverage and highlights throughout the project and grant period.
H. Complete project and submit a final report (template provided by NRPA) by July 31, 2025,
describing the success(es) of the project and how the grant funds were utilized upon completion of
the project.
4. Promotion
NRPA and CDC may use Grantee 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 CDC logo
related to this grant or Project in advance of its release to the public. Any promotion, public announcement, or
promotion relating to the Grant Funds or Project shall be subject to the prior review of CDC and NRPA.
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 CDC 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.
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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.
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, and character (collectively, “Claims”) relating to or arising out of: (i) Grantee’s
involvement in the development, planning, demolition, construction, installation, implementation, maintenance,
repair and/or management of the Project; (ii) any failure by Grantee 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 Grantees 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
Grantee’s obligation to indemnify may be limited due to the requirements of federal, state, or local laws, Grantee
shall be responsible for the ordinary negligent acts and omissions of Grantee’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. This section shall not prohibit any party from disclosing documentation or records it is required by law
to disclose, including but not limited to pursuant to the California Public Records Act.
8. Term
This MOU shall be effective as of the Effective Date hereof and shall continue until July 31, 2025 (the “Term”) in
accordance with Section 11.
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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.
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 Grantee agrees 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 Grantee
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.
H. For research or clinical care except as allowed by law, or to purchase furniture or equipment. Any such
proposed spending must be identified in the budget.
I. Other than for normal and recognized executive-legislative relationships, no funds may be used for:
a. Publicity or propaganda purposes, for the preparation, distribution, or use of any material
designed to support or defeat the enactment of legislation before any legislative body.
b. The salary or expenses of any grant or contract recipient, or agent acting for such recipient,
related to any activity designed to influence the enactment of legislation, appropriations, regulation,
administrative action, or Executive order proposed or pending before any legislative body.
c. See Additional Requirement (AR) 12 for detailed guidance on this prohibition and additional
guidance on lobbying for CDC recipients.
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 Grantee’s financial records relating to this MOU upon not less than ten (10) business days’ advance
written notice to Grantee by NRPA at any time during the Audit Period, at NRPA’s sole expense, during
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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 Grantee 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 Grantee shall be barred from
participation in any further programs. Grantee 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
Either party may terminate this MOU at any time effective upon receipt of written notice by the other party of
failure to perform. The non-performing party shall have sixty (60) days to cure its obligation. If the non-
performing party fails to satisfactorily cure its obligation within this time this MOU will be terminated.
Neither party 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 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 agree 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.
Subgrantee agrees to abide by all applicable federal laws, regulations, policies including:
a. The CDC General Terms and Conditions for Non-research awards at:
https://www.cdc.gov/grants/documents/General-Terms-and-Conditions-Non-Research-Awards.pdf.
b. The Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
and HHS Awards in 2 C.F.R. Part 200 and 45 C.F.R. Part 75.
c. All other general terms and conditions here: https://www.cdc.gov/grants/federal-regulations-
policies/index.html including:
i. HHS Grants Policy Statement
ii. Federal Funding Accountability and Transparency Act (FFATA)
iii. Anti-Lobby Restrictions for CDC Grant Recipients
iv. Grantee Notification Guidance on the Establishment of Subaccounts
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
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jurisdiction. Notwithstanding the foregoing, this governing law and venue provision shall not apply to a Grantee
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 Menifee, Community Services Department
29844 Haun Road
Menifee, CA 92586
Attn: Gabbi Cao
Email: gcao@cityofmenifee.us
If to NRPA, to:
National Recreation and Park Association
22377 Belmont Ridge Road
Ashburn, VA 20148
Attn: Natalia Ospina, Senior Program Manager
Email: nospina@nrpa.org
16. Required Disclosures
Grantees must disclose, in a timely manner in writing to NRPA and the U.S. Department of Health and Human
Services Office of the Inspector General (HHS OIG), all information related to violations of federal criminal law
involving fraud, bribery, or gratuity violations potentially affecting this grant award. Disclosures must be sent in
writing to NRPA and to the HHS OIG at the following addresses:
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National Recreation and Park Association
Kellie May, MTA
Chief Partnerships Officer
22377 Belmont Ridge Road
Ashburn, VA 20148
Telephone: (703) 858.2176
Email: kmay@nrpa.org (Include “Mandatory Grant Disclosures” in subject line)
AND
U.S. Department of Health and Human Services
Office of the Inspector General
ATTN: Mandatory Grant Disclosures, Intake Coordinator
330 Independence Avenue, SW
Cohen Building, Room 5527
Washington, DC 20201
Fax: (202)-205-0604 (Include “Mandatory Grant Disclosures” in subject line) or
Email: MandatoryGranteeDisclosures@oig.hhs.gov
17. 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.
18. 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
affected 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.
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National Recreation and Park Association City of Menifee
By: _________________________ By: _______________________
Printed Name: _________________________ Printed Name: _______________________
Title: _________________________ Title: _______________________
Date: _________________________ Date: _______________________
Approved as to Form:
_____________________________________
Jeffrey T. Melching, City Attorney
Attest:
_____________________________________
Sarah Manwaring, City Clerk
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Kellie May
1/18/2024
Rebekah Kramer
1/18/2024
Acting City Manager