EONS MOU

MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF ERLANGER AND EONS PRESERVE INC.

RECITALS

WHEREAS the City of Erlanger is a municipal corporation organized under the laws of the Commonwealth of Kentucky with full authority to promote the health, safety, and general welfare of its residents. 

WHEREAS EONS PRESERVE INC. (“EONS”) is a nonprofit organization that shares the City’s commitment to developing recreational facilities and community spaces for the residents of Erlanger and surrounding areas. 

WHEREAS, the City has adopted Municipal Order No. ____, establishing a framework for the acceptance and recognition of charitable donations to nonprofit organizations for public recreational and community development projects.

WHEREAS the Municipal Order authorizes the City to recognize and facilitate charitable donations, grants, and contributions from EONS in support of public recreational and community development projects.

WHEREAS such charitable donations, grants, and contributions from nonprofit organizations to support public recreational projects constitute voluntary philanthropic support rather than contracts for goods or services and therefore do not trigger competitive bidding requirements under KRS § 424.260.

WHEREAS the City has determined that the acceptance and recognition of charitable donations serve a valid public purpose by enhancing recreational opportunities for the citizens of Erlanger and promoting the health, safety, and general welfare of the community.

WHEREAS the Parties desire to memorialize the terms and conditions of the arrangement between the City of Erlanger and EONS and their respective rights, obligations, and responsibilities in connection therewith. 

WHEREAS EONS Preserve Inc. is an independent nonprofit corporation organized to support conservation, outdoor recreation, trail development, and related charitable purposes that complement the long-term vision for Eons Adventure Park.

WHEREAS the City and EONS are separate legal entities with distinct governance structures and responsibilities but share a common interest in enhancing recreational opportunities through coordinated planning, philanthropy, and investment.

WHEREAS, the City retains sole authority over municipal operations, public expenditures, City-owned property, and governmental decision-making, while EONS independently conducts its charitable, fundraising, and nonprofit activities.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Purpose

The purpose of this Memorandum of Understanding is to establish a framework for cooperation between the City of Erlanger and EONS Preserve Inc. regarding charitable contributions, project coordination, and their respective roles and responsibilities in support of recreational and community development initiatives. This Memorandum is intended to promote transparency, accountability, and ethical governance while recognizing that each Party remains an independent organization exercising its own authority and responsibilities. 

Article 1 — Acceptance of Donations

  1. Nature of Transaction. The Parties acknowledge and agree that:
    1. Charitable Gift. Any Donation that the City receives from EONS constitutes a voluntary charitable contribution for the charitable purposes set forth herein and is not consideration for the purchase of goods or services from Recipient. 
    2. Inapplicability of KRS § 424.260. KRS § 424.260, which governs competitive bidding requirements for public contracts, does not apply because the statute applies only to contracts entered into by governmental entities enumerated in KRS § 424.260(1), including cities, counties, districts, boards or commissions of cities or counties. 
  2. Use of Donated Funds. Recipients shall use the Donated Funds solely and exclusively for the charitable purposes with which they have been given. 
  3. Scope. This Agreement is intended to establish a general framework governing the Parties’ relationship with respect to donations whether occurring now or in the future, unless superseded by a separate written agreement approved by the Parties. 

Article 2— Obligations of the Parties

I. General Responsibilities

The Parties acknowledge that the successful implementation of the Eons Adventure Park vision requires cooperation while maintaining separate organizational responsibilities.

The City of Erlanger remains responsible for carrying out its governmental functions, including the management of City-owned property, approval of public expenditures, operation and maintenance of municipal facilities, provision of municipal services, and all decisions requiring government authority.

EONS Preserve Inc. remains responsible for carrying out its charitable mission, including fundraising, administration of private donations and grants, stewardship of property interests under its control, coordination of long-term planning efforts, and other activities authorized by its Board of Directors.

Nothing contained in this Memorandum authorizes either Party to direct the governance, operations, personnel, budgeting, or decision-making authority of the other.

II. Acceptance and Use. Recipient shall accept and use donations solely for the charitable purposes it was given for, and in accordance with all applicable laws, regulations, and standards. 

  1. City’s Recognition. The City recognizes and acknowledges that donations are in accordance with the Municipal Order and this Agreement. The City shall adhere to all standards, procedures, and requirements set forth in the Municipal Order, including but not limited to conflict-of-interest management, disclosure requirements, and signature authority delegation. 

III. Compliance. Recipient shall comply with all applicable federal, state, and local laws, regulations, and ordinances in its use and management donations. 

Project Coordination

The Parties may periodically coordinate planning efforts, recreational improvements, grant opportunities, trail connectivity, and other initiatives of mutual interest to promote a cohesive long-term vision for Eons Adventure Park. Such coordination is intended to facilitate communication and cooperation and shall not be interpreted as granting either Party authority to bind, direct, or obligate the other.

  1. Article 4 — Future Maintenance
  1. Maintenance Responsibilities. If applicable, the Parties acknowledge that the donations may be used in a manner to construct structures which will require ongoing maintenance and repair. The Parties acknowledge that future recreational improvements may require ongoing maintenance, inspection, repair, or replacement. Prior to the City’s acceptance of any improvement that would require ongoing municipal maintenance or financial commitment, the Parties anticipate that such responsibilities will be identified and, where appropriate, memorialized in a separate written agreement approved by the City.
  2. Negotiation. If applicable, the Parties shall negotiate in good faith regarding the allocation of maintenance responsibilities for the structures and other amenities. 
  3. Separate Agreement. If applicable, any agreement regarding maintenance responsibilities reached between the Parties shall be memorialized in a separate written agreement and shall not be deemed to modify or amend this Agreement.

Article 5 — Miscellaneous Provisions

  1. Entire Agreement. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.
  2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, such provision shall be severed from this Agreement. In either case, the remaining provisions of this Agreement shall continue in full force and effect.
  3. Controlling Law. This Agreement shall be subject to, interpreted, and enforced according to the laws of the Commonwealth of Kentucky. 
  4. Effective Date of Agreement. This Agreement shall not be effective until it has been approved by all the Parties. 
  5. The Parties acknowledge that this Memorandum is intended to promote transparency, define their respective roles and responsibilities, encourage ethical cooperation, and provide a framework through which the City of Erlanger and EONS Preserve Inc. may work together in support of recreational opportunities that benefit the community while preserving the independence of each organization. 

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the date first written above.

EONS PRESERVE

By: ____________________________________

Name: 

Title: 

Date: ________________________________

CITY OF ERLANGER

By: ____________________________________

Name: 

Title: 

Date: ________________________________