AARP Grant-ORCityofTigard(Publicplaces)MOU August 9, 2021
MEMORANDUM OF UNDERSTANDING
Grant Agreement
This MEMORANDUM OF UNDERSTANDING ("Agreement") serves as an agreement between AARP, a
social welfare organization located at 601 E Street, NW, Washington, DC 20049 and City of Tigard, a
municipality located at 13125 SW Hall Blvd,Tigard, Oregon 97223 ("Organization"). Whereas, AARP
wishes to grant Organization funding for the purposes set forth herein, and Organization wishes to
perform the grant activities described herein. Therefore,the parties agree as follows:
AARP Grant Terms and Conditions. AARP shall provide Organization with grant funding of$12,000.00
("Grant Funds")so that Organization may improve the community by increasing economic
opportunities for minority entrepreneurs ("Goal"). Organization will perform the activities described
herein between the execution of this contract and December 31, 2021 ("Grant Period"). Payment shall
be provided according the schedule herein, and subject to the following terms and conditions:
a. Grant Fee Schedule. AARP shall disburse Grant Funds to Organization, according to the
schedule below.
L AARP will provide a one-time payment of$12,000.00 within 60 days of
execution of this Agreement.
b. Organization will include a focus on residents age 50+ in the implementation of the
deliverables below, including: acquisition of two food carts for use as mobile business
incubators to improve community livability.
c. Scope of Grant and Anticipated Activities to be Funded. Organization shall use the Grant
Funds to undertake the following activities at 9117 SW Burnham St., City of Tigard, Oregon
and achieve the following deliverables (collectively"Grant Activities"):
i. Organization will purchase two food carts that will serve as mobile business
incubators.
ii. Organization will offer partnership opportunities with community-based
business advisors to manage the business incubator.
iii. Organization will select two local entrepreneurs as entrepreneur-in-residence to
start their business in the mobile business incubator at Universal Plaza.
iv. Organization will partner with local organizations to provide business advising to
entrepreneurs.
V. Organization will reduce rent for entrepreneurs that will increase gradually over
time to remove an initial barrier to entry.
vi. Organization agrees that all Grant activities shall be conducted in accordance
with CDC, state, and local health regulations.
vii. Organization will include AARP provided and approved branding and language
that indicates AARP's support for the Challenge project as applicable:
1. Events and Temporary Demonstrations:Signs, banners, or similar
signage associated with the activity will indicate that the event or
activity was funded with support from AARP.
2. Permanent Structures:Structures (benches, wayfinding signs,
community gardens,tables, seating, shelters, art installations, murals,
or similar structures)will include a permanent plaque or other sign that
indicates support from AARP.
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3. Printed, Digital Resources or similar communications: Materials will
include the AARP logo and mention of support from AARP.
viii. Grant funds will be committed to the project by December 31, 2021. The
contracting process for Grant Activities will begin by December 31, 2021.
Project(s)will be complete by June 30, 2022.
d. Reporting Requirements. Grantee shall submit a financial and programmatic report to AARP
within forty-five (45) days of the expiration of the grant period, detailing all progress or
achievement of the activities described herein. The report shall include an itemized listing
of any and all expenditures and draw-downs of the Grant Funds made during the Grant
Period. Organization will submit After Action Report with visuals (photos and/or video)to
AARP national office by June 30, 2022.
e. Documentation and Right to Audit. Organization shall retain invoices, receipts, accounting
records and other supporting documentation for at least five (5)years following the
expiration of the Grant Period. Organization shall maintain books and records consistent
with generally accepted accounting principles and good business practices. AARP retains
the right to audit Organization's books and records upon reasonable notice, for the limited
purpose of confirming that funds are expended and drawn down solely to conduct Grant
Activities and in accordance with the terms of this Agreement.
2. Permissible Use of Funds, Repayments,and Refunds. Organization shall use the Grant Funds
exclusively for the performance of Grant Activities. AARP retains the right to receive an immediate
refund of all improperly expended or unearned funds, as determined in AARP's sole reasonable
discretion,from Organization upon written demand. If Organization anticipates a change in the
scope or direction of Grant Activities, it must procure prior written approval from AARP before
expending Grant Funds for any activity not specifically detailed herein. Furthermore, upon the
expiration of the Grant Period or if Organization fails to comply with any term of this Agreement,
Organization agrees to return any unexpended portion of the Grant Funds in Organization's
possession upon written demand from AARP.
3. Term and Termination. The effective date of this agreement shall be the date of execution, and the
Agreement shall automatically terminate on June 30, 2022. The Agreement may be terminated by
AARP at any time and for any reason upon written notification to Organization. Upon such
termination, Organization shall not be required to return any portion of the paid Grant Funds to
AARP, and AARP shall have no further obligation to provide Organization with any unpaid portion of
the Grant Funds.
4. No Implied Agency. Nothing in this Agreement shall be deemed to create any partnership,joint
venture,joint enterprise, or agency relationship among the parties, and no party shall have the right
to enter into contracts on behalf of,to legally bind, to incur debt on behalf of, or to otherwise incur
any liability or obligation on behalf of,the other party hereto, in the absence of a separate writing,
executed by an authorized representative of the other party. Each party shall be solely responsible
for its employees and contractors used to provide the Agreement.
5. No commercial or political activity. Both parties recognize that AARP is a non-profit, non-partisan
tax-exempt organization and agree that the Grant Funds will not be used to support or oppose
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political candidates or initiatives. Notwithstanding any specific deliverable herein, Grant Funds shall
not be used to promote any commercial product or for-profit corporation.
6. Indemnification. Each Party(an "Indemnifying Party")shall indemnify, hold harmless, and defend
the other Party, its affiliates, and their respective partners, officers, directors, employees, agents
and representatives (each of whom is an "Indemnified Party") against all liability, costs, actions,
suits,judgments, damages, and expenses (including reasonable attorneys'fees and court costs)
arising out of or resulting from (a)the negligent, reckless or willful acts or omissions of Indemnifying
Party, its officers, directors, employees, members, or agents, (b) Indemnifying Party's breach of this
MOU, including failure to provide the services and work as set forth in this MOU; and (c) any claim
that the services or work product of the Indemnifying Party provided under this MOU infringe or
violate the intellectual property or other rights of third parties, except to the extent caused by the
Indemnified Party. The Parties acknowledge and agree that the indemnity specified herein will
include, without limitation, indemnification for settlements or compromises of matters covered by
this indemnity. The Indemnifying Party shall not settle any such suit or claim without the
Indemnified Party's prior written consent if such settlement would be adverse to the Indemnified
Party's interest. The Indemnified Party may, at its option, conduct the defense in any third party
action arising as described above and the Indemnifying Party agrees fully to cooperate with such
defense. The obligations and rights granted in this Section 6 shall survive the expiration and
termination of the Agreement. Organizations' indemnification obligations are subject to the limits
of the Oregon Tort Claims Act.
7. Insurance. Both parties agree to carry and maintain comprehensive general liability and
professional liability in an amount not less than one million dollars ($1,000,000) and workers'
compensation insurance in an amount as required by applicable law covering all personnel engaged
in the furnishing of services under this Agreement for the duration of the Grant Period.
8. Acknowledgment and Trademark Licenses. Organization shall acknowledge AARP in any press
release, public announcement,or publicly-released documents related to the Grant Activities detailed
herein. To that end, AARP grants Organization a royalty-free non-exclusive, revocable license to use
its name and corporate logo solely for that purpose upon the advance written approval of AARP in
each instance. In addition, Organization grants AARP a non-exclusive, royalty-free, world-
wide, license to use Organization's corporate trademark, including its name and/or logo for the
limited purpose of communications regarding the grant between AARP and Organization to AARP
members,the 50+age group, and the general public in promotion of AARP in all media and mediums,
including without limitations, broadcast, print, online and AARP membership materials until the
expiration or termination of this Agreement. All trademark licenses granted under this section are
non-transferrable and shall automatically terminate at the expiration or termination of this
Agreement.
9. Publicity. Notwithstanding any specific deliverable herein, neither party may issue a press release,
hold a press conference, or otherwise refer to the other party in any manner with respect to this
Agreement without the prior written consent of such other party.
10. Warranties. Each Party hereby represents and warrants that: (a) it has full power and authority to
enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered
into, and during the Term will not enter into, any agreement that would prevent it from complying
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with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of
this Agreement; and (e)the content, media and other materials used or provided as part of the
Agreement shall comply with all applicable laws and regulations and shall not infringe or otherwise
violate the intellectual property rights, rights of publicity or other proprietary rights of any third
party. If necessary, Organization shall enter into written agreements and obtain written releases
from third parties, in order to ensure that any work product can be used by AARP as contemplated
herein.
11. Confidentiality and Privacy. Both parties agree to take commercially reasonable measures to protect
information obtained from the other, provided information is marked "confidential" or is of such a
nature that the recipient party has reason to believe it is confidential. Organization shall not rent,
sell, lease, distribute, or otherwise knowingly make available to any third party any information
obtained from AARP about AARP, AARP members, or any AARP activity, unless (i) prior written
authorization has been obtained; or (ii) Organization is required to release information by valid
subpoena or court order. This section shall survive the expiration or termination of this Agreement.
12. Additional Terms. Organization shall not assign or otherwise transfer the Agreement, including by
change of control,to any party without the prior written consent of AARP. This Agreement represents
the entire agreement between Parties and replaces any prior agreement or proposed variation.
Should there be any conflict between any forms or documents exchanged by the Parties, the terms
and conditions of this Agreement shall govern. This Agreement shall be amended only by mutual
written agreement executed by all Parties or their respective designees. The Parties agree that this
Agreement will be governed by the Laws of the State of Oregon conflict of laws statutes/rules. If any
portion of this Agreement shall be declared illegal, void or otherwise unenforceable, the remaining
provisions will not be affected, but will remain in full force and effect.
13. Notice. For purposes of this Agreement,the following individuals shall serve as points of contact,
including delivery of reports,for both AARP and the Organization:
AARP City of Tigard
Jean Setzfand Lloyd Purdy
SVP, Programs 13125 SW Hall Blvd
601 E Street, NW, WDC 20049 Tigard, Oregon 97223
ACCEPTED AND AGREED TO BY:
AARP City of Tigard
StgR—
By: _ By:
Printed Name:Jean Setzfand Printed Name:
Title: Senior Vice President, Programs Title:
Date: -8-26-2021 Date:
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