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HomeMy WebLinkAboutContract 1841 • ig • •_• • _• DESERT RECREATION DISTRICT December 4, 2019 Tracey Martinez, City Clerk City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 Re: Reimbursement Memorandum of Understanding—Potential Annexation Dear Tracey, Enclosed for your files is original of fully-executed Memorandum of Understanding/ Reimbursement between the Desert Recreation District(District) and the City of Cathedral City. The District has retained same for its files. Very truly yours, ' ;i1 D 'lia Granados, District Clerk Dg Enc. 45-305 Oasis St,Indio,CA 92201 I Tel:760.347.3484 I Fax:760.347.4660 I MyRecreationDistrict.com MEMORANDUM OF UNDERSTANDING REIMBURSEMENT MOU Between DESERT RECREATION DISTIRCT And CATHEDRAL CITY MEMORANDUM OF UNDERSTANDING/REIMBURSEMENT MOU This Memorandum of Understanding/Reimbursement MOU("MOU")is made this /3 day of 14eu ff 2019, by and between the Desert Recreation District, a California special district ("DRD") and Cathedral City("City") (collectively the "Parties") for the purposes set out below. RECITALS This MOU is made with respect to the following facts. WHEREAS, the Parties have agreed to work together regarding the possible annexation of the City to DRD which annexation is contingent upon voter approval of a special tax to fund park and recreation services to be provided by the District within the City; and WHEREAS, the costs of development and implementation of the special tax, including but not limited to public education materials and other costs, will be provided by DRD contingent upon repayment by the City whether or not the annexation or special tax are approved by the voters; and WHEREAS, the purpose of this MOU is to confirm the terms of and timing of such reimbursement. NOW, THEREFORE, in consideration of the following terms and conditions, District and City agree as follows: 1 Recitals. The Recitals set out above are true and correct and are incorporated herein by this reference. 2. District to Retain Consultants and other Professionals. District may choose and retain the services of various consultants including but not limited to any and all engineers, attorneys, polling and public outreach advisers ("Consultants"), LAFCO fees and similar fees to provide advice regarding the possible annexation to DRD and the development of the form of ballot measure language,polling and related tasks referenced in the recitals leading up to a 2020 election. Such consultants include those already contracted and used by District prior to the date of this MOU. The District shall determine, in its reasonable and sole discretion, the scope of work for each consultant as it deems necessary and appropriate. The City agrees that, notwithstanding its reimbursement obligations under this MOU, Consultants shall be the contractors exclusively of the District and not of the City. 3. Parties to Cooperate. The District and City agree to cooperate in good faith with each other and with any Consultants. 4. City's Reimbursement of DRD Costs and Expenditures. -2- The Parties have estimated the total costs to be reimbursed under this MOU at $139,000. The District shall consult with the City prior to committing to and incurring additional costs above $139,000. Except as is provided to the contrary herein, upon receipt of each invoice from NBS or others working on matters covered by this MOU,such invoice will be passed through to the City which shall pay the invoice in a timely manner. City shall have no obligation to pay any costs or any invoiced amount above$139,000 unless it has approve such additional costs in writing in advance. If the tax measure passes,District will reimburse the City for all such payments from tax proceeds when such proceeds are received. If the tax measure fails, then City shall not be reimbursed and each side shall bear its own staff time and related costs. 5. Term. The term of this MOU shall commence on the date that this MOU is fully executed by the Parties and shall terminate when full reimbursement has been made to City under Section 4,above,or in the event that the tax measure falls to pass. Either party may terminate this MOU without cause upon 30 days prior written notice by one party to the other. Upon receipt of such termination from City, District shall cease any work. Upon such termination, District shall provide City with an invoice showing contracts and all other evidence of the total costs expended, and City shall pay such costs within 30 calendar days of receipt of that invoice.Upon receipt of such termination from District, District shall cease any work and City shall not be responsible for any costs incurred or paid by District. 6. Assignability. This MOU may not be assigned by either party without the prior and express written consent of the other party, which consent shall not be unreasonably withheld. 7. Amendment/Modification. This MOU represents the entire understanding of the City and the District and supersedes all other prior or contemporaneous written or oral MOUs pertaining to the subject matter of this MOU. This MOU may be modified,only by a writing signed by the authorized representatives of both Parties. No waiver of any term or condition of this MOU shall be a continuing waiver thereof 8. Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.The terms of this Agreement are contractual and the result of negotiation between the Parties. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9. Binding Upon Successors. This MOU and each of its terms shall be binding upon and will inure to the benefit of the Parties and legal successors and assigns. 10. Attorneys' Fees. In the event that any action or proceeding, including arbitration, is commenced by either the City or the District against the other to enforce any one or more of the terms of this Agreement,the prevailing party in any such action or proceeding shall be entitled to recover from the other,in addition to all other legal and equitable remedies available to it, its actual attorneys'fees and costs of litigation,including,without limitation,filing fees,service fees, -3- deposition costs,arbitration costs and expert witness fees,including actual costs and attorneys'fees on appeal. 11. Jurisdictions and Venue. This MOU is executed and is to be performed in Riverside County, California, and any action or proceeding brought relative to this MOU shall be heard in the appropriate court in Riverside. 12. Severability. If any term or provision of this MOU is found to be invalid or unenforceable, the City and the District both agree that they would have executed this MOU notwithstanding the invalidity of such term or provision. The invalid term or provision may be severed from the MOU and the remainder of the MOU may be enforced in its entirety. 13. Representations of Authority. Each party signing this MOU on behalf of a party which is not a natural person hereby represents and warrants to the other party that all necessary legal prerequisites to that party's execution of this MOU have been satisfied and that he or she has been authorized to sign this MOU and bind the party on whose behalf he or she signs. 14. Notices. Notices required under this MOU shall be sent to the following: If to the City: Cathedral City Attn: City Manager 68-700 Ave. Lalo Guerrero Cathedral City, CA 92234 If to the District: Desert Recreation District Attn: Kevin Kalman 35-405 Oasis Indio, CA 92201 Notices given pursuant to this MOU shall be deemed received when personally delivered or three(3) calendar days after deposit in the United States Mail, first class,postage prepaid. Either party may change its address by notifying the other party of the change of address in writing. -4- IN WITNESS WHEREOF, this MOU has been duly executed by the respective parties hereto by their duly authorized officers. CATHEDRAL CITY DESERT RECREATION DISTRICT a California municipal corporation a California special district By: �• --y---r Kevin alman, Ge eral Manager ATTEST: ATTEST: Delia anados, lerk City Clerk APPROVED A 0 RM: APPROVED AS TO FORM: City Attorney Dated: 1/-1 3 ^ ZQ 17 Dated: / - - (.;0 /eJ -5-