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HomeMy WebLinkAbout4453 Resolution - RAVE Foundation MOARESOLUTION NO. 4453 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO SIGN A MEMORANDUM OF AGREEMENT BETWEEN THE RAVE FOUNDATION AND THE CITY OF PASCO FOR THE INSTALLATION OF TWO FUTSAL COURTS IN CITY PARKS. WHEREAS, the RAVE Foundation, the 501 C-3 non-profit philanthropic arm of the Seattle Sounders Major League Soccer team, has the desire to install 26 futsal courts in communities throughout the state by the year 2026 to increase recreational access to soccer in underserved communities; and WHEREAS, the City of Pasco (City) desires to improve the recreational offerings within its parks to better serve the needs of its citizens, and feels that the addition of futsal courts helps to reach this aim; and WHEREAS, RAVE and the City have identified Kurtzman Park and Highland Park as ideal locations for the installation of two of the above mentioned 26 community futsal courts. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms of the Memorandum of Agreement (MOA) between the RAVE Foundation and the City of Pasco; a copy of which is attached hereto and incorporated herein by reference as Exhibit A. Be It Further Resolved, that the City Manager of the City of Pasco, Washington is hereby authorized, empowered, and directed to sign and execute said MOA on behalf of the City of Pasco; and to make minor substantive changes as necessary to execute the MOA. Be It Further Resolved, that this Resolution shall take effect immediately. PASSED by the City Council of the City of Pasco, Washington, on this 20th day of May, 2024. APPROVED AS TO FORM: ___________________________ Kerr Ferguson Law, PLLC _____________________________ Pete Serrano Mayor ATTEST: _____________________________ Krystle Shanks, CMC Deputy City Clerk Resolution – RAVE MOA for Park Improvements - 1 City Attorneys RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 1 of 7 MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF PASCO AND RAVE FOUNDATION THIS MEMORANDUM OF AGREEMENT (the “MOA”) is entered into by and between the City of Pasco, located at 525 North 3rd Avenue, Pasco WA 99301 (“City”), and RAVE Foundation, the official charitable arm of the Seattle Sounders, located at 1901 Oakesdale Ave SW, Renton, WA 98057 (“RAVE”), separately, the “Party”, or together, the “Parties”, on ____________________________________. [date of execution] Both Parities acknowledge that they are required to comply with the laws applicable to their performance pursuant to this MOA. RECITALS WHEREAS, the City of Pasco is authorized to deliver recreational programs tailored to the residents of Pasco. WHEREAS, RAVE has launched an initiative to establish 26 outdoor community futsal courts in underserved areas across Washington State by the 2026 FIFA World Cup. WHEREAS, RAVE's initiative aims to enrich sportsmanship, foster life skills, and promote education, all of which aligns with the City's Parks & Recreation Department's mission to offer inclusive recreational opp ortunities to the community and optimize park usage. WHEREAS, The City of Pasco has identified two potential locations for this initiative: Kurtzman Park and Highland Park. WHEREAS, RAVE has selected both locations for the installation of futsal courts. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Term. This Agreement shall begin on the execution date listed above, construed as the date last signed by the Parties below, as shall continue until the completion of the installation and any necessary follow-up procedures. RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 2 of 7 2. Locations. 2.1 Kurtzman Park: Conversion of one of the two underutilized existing basketball courts into an outdoor futsal court, which involves resurfacing, striping, removal of basketball hoop structures, installation of soccer goals, fencing, and lines and logos painting. (The remaining basketball court will separately undergo resurfacing and striping by the City.) 2.2 Highland Park: Conversion of one of the two underutilized existing basketball courts into an outdoor futsal court, which involves resurfacing, striping, removal of basketball hoop structures, installation of soccer goals, fencing, and lines and logos painting. (The remaining basketball court will separately undergo resurfacing and striping by the City.) 3. Responsibilities. The Parties shall endeavor to carry out this Agreement as set forth below: 3.1 City of Pasco: 3.1.1 Refinishing the designated courts with the mutually agreed upon Laykold and Nova Sport acrylic court surfacing products from L&M Distribution. 3.1.2 Installing the futsal goals and nets provided by RAVE Foundation, storing goals until installation occurs. 3.1.3 Contacting, selecting and contracting for installation of required fencing and footings for the futsal goals. Invoicing RAVE for reimbursement of fencing costs. Estimate must be approved by RAVE Foundation prior to contracting. 3.2 RAVE Foundation: 3.2.1 Reimburse City of Pasco for fencing installation costs. 3.2.2 Procuring the futsal goals and coordinating delivery to City. Painting logos on each court. 3.2.3 Obtaining necessary permissions from the City for making improvements within Kurtzman Park and Highland Park at the selected locations. 4. Post Project Event. The City and RAVE will work together to provide a project completion grand opening on a mutually agreeable date in 2024. The proposed event would celebrate the completion of both projects. RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 3 of 7 4.1 For the event City to provide: 4.1.1 Media advertising 4.1.2 Onsite staff and equipment resources 4.1.3 City Council member representation 4.1.4 Coordination for Pasco School District Representation 4.1.5 Refreshments 4.2 RAVE Foundation to provide: 4.2.1 Soccer balls for distribution to every child within a 1 -mile radius of the two parks, Kurtzman and Highland (up to 400 balls) 4.2.2 Free food and refreshments in collaboration with city event planners, other mutually-agreeable non soccer related activities 4.2.3 Coordination for potential appearances by Seattle Sounders player(s) or alumni players during the grand opening event 4.2.4 Soccer skills training and soccer related activities for children of multiple ages 4.2.5 RAVE Foundation reserves the right to bring additional event signage featuring opening event partners. 5. Construction Timeline. The parties shall draft a comprehensive timeline for the project, encompassing the responsibilities of both the City and RAVE as listed in Section 2, with all work conducted by RAVE Foundation completed by December 31, 2024. 6. Logos. The City grants RAVE Foundation permission to display the City of Pasco logo, the Seattle Sounders logo, the Seattle 2026 World Cup logo, the RAVE Foundation logo, and one corporate partner logo (approved by the City of Pasco) on each court. Design will be presented to City of Pasco in a timely manner for approval. 7. Insurance. 7.1 RAVE is responsible for his/her own insurance, including, but not limited to health insurance. 7.2 RAVE is responsible for his/her own Worker's Compensation coverage as well as that for any persons employed by RAVE. 7.3 RAVE Foundation will furnish the City of Pasco with a certificate of insurance, naming the City of Pasco as an additional insured party throughout the portion of the project that is managed by RAVE (logos painting and opening event execution) RAVE Foundation will ensure that any selected contractors also provide the necessary insurance coverage to the City. RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 4 of 7 8. Miscellaneous. The Parties hereby acknowledge: 8.1 The City is not responsible to train or provide training for RAVE. 8.2 RAVE will not be reimbursed for job related expenses except to the extent specifically set forth within the attached exhibits. 8.3 RAVE shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within this Agreement. 8.4 In the event special training, licensing, or certification is required for RAVE to provide Work they will acquire or maintain such at their own expense and, if RAVE employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. 8.5 This is a non-exclusive Agreement and RAVE is free to provide their Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. 9. Compliance. Both parties agree to adhere to all relevant laws, regulations, and ordinances during the installation process. 10. Termination. 10.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 10.2 Termination for Cause. If RAVE fails to perform in the manner called for in this Agreement, or if RAVE fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be affected by serving a notice of termination to RAVE setting forth the manner in which RAVE is in default. 11. Warranties and Right To Use. 11.1 RAVE represents and warrants that RAVE and or its contractors and sub- contractors will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 5 of 7 11.2 Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e .g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). If needed, Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. 11.3 RAVE further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the RAVE and free from any intellectual property encumbrance which would restrict the City from using the work product. 11.4 RAVE grants to the City a nonexclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. 11.5 The City's or other's adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the RAVE. 11.6 In addition, any warranties on the Work, court surface and materials used will be provided by the vendor as part of RAVE’s vendor agreements. RAVE will transfer these warranties to the City upon completion of the project. 11.7 The provisions of this section shall survive the expiration or termination of this Agreement. 12. Indemnification. RAVE agrees to defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from and against any and all claims, injuries, damages, losses or expenses including without limitation personal injury, bodily injury, sickness, disease, or death, or damage to or destruction of property, which are alleged or proven to be caused in whole or in part by an act or omission of the RAVE, its officers, directors, employees, and/or agents relating to RAVE’s performance or failure to perform under this agreement. The section shall survive the expiration or termination of this agreement. 13. Independent Relationship. The nature of the relationship between the RAVE and the City with respect to this Agreement during the period of the Work shall be that of independent entities and parties. No RAVE agent, employee, representative, or contractor or subcontractor of RAVE shall be, or shall be deemed to be, the contractor, employee, agent, representative, or subcontractor of the CITY. Neither RAVE nor any contractor, employee, agent, representative, or subcontractor of RAVE shall be entitled to any benefits accorded City employees or contractors by virtue of the services provided under this Agreement. RAVE shall be responsible for paying all applicable taxes. RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 6 of 7 14. Public Records. 14.1 RAVE acknowledges that the City is an agency subject to Chapter 42.56 RCW “Public Records Act.” All preliminary drafts or notes prepared or gathered by the RAVE, and recommendations of the RAVE are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 14.2 If the RAVE becomes a custodian of public records of the City and request for such records is received by the City, the RAVE shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 14.3 In the event the City receives a public records request for protected work product of the RAVE within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide RAVE at least ten (10) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the RAVE to enjoin or otherwise prevent such release. 15. General Provisions. 15.1 Notice. Notice provided for in this Agreement shall be sent by: 15.1.1 Personal service upon the Project Administrators; or 15.1.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 15.2 The Project Administrator for the purpose of this Agreement shall be: 15.2.1 For the City: Brent Kubalek, or his/her designee Recreation Division Manager 525 N 3rd Ave Pasco, Washington 99301 kubalekb@pasco-wa.gov 15.2.2 For RAVE: Ashley Fosberg, or his/her designee Executive Director 1901 Oakesdale Ave SW Renton, WA 98057 ashleyf@soundersfc.com RAVE Foundation Memorandum of Agreement Kurtzman Park & Highland Park Futsal Courts Page 7 of 7 16. Dispute Resolution. 16.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. 16.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 17. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Pasco. RAVE and all of the RAVE 's employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. 18. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 19. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and RAVE respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO, WASHINGTON RAVE FOUNDATION Angela Pashon, Assistant City Manager Ashley Fosberg, Executive Director ATTEST: APPROVED AS TO FORM: Debra C. Barham, City Clerk Kerr Ferguson Law, PLLC, City Attorney