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HomeMy WebLinkAboutContract 1958 Agreement No. 22-03-005-CC MEMORANDUM OF UNDERSTANDING REIMBURSEMENT MOU Between DESERT RECREATION DISTIRCT And CATHEDRAL CITY Agreement No. 22-03-005-CC MEMORANDUM OF UNDERSTANDING/REIMBURSEMENT MOU This Memorandum of Understanding/Reimbursement MOU("MOU")is made this 23rd day of February, 2022, by and between the Desert Recreation District, a California special district ("District")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 District 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 polling and other costs,will be provided by District 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") to provide advice regarding the possible annexation to District and the development of the form of ballot measure language,polling, and related tasks referenced in the recitals leading up to a 2022 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 District Costs and Expenditures. The Parties agree that the total reimbursement obligation of the City to the District for the cost of Consultants shall not exceed$286,749("Not to Exceed Cost"). The Parties may adjust the Not to Exceed Cost of this agreement upon mutual written agreement signed by the General -2- Manager for the District and City Manager,or their designee(s).The District shall provide monthly invoices to the City for the costs associated with the Consultants. The invoices shall detail each Consultant for which the District is seeking reimbursement and the scoop of work performed by that consultant during the prior month. The City shall pay the invoice in a timely manner. If the tax measure passes,District will reimburse the City for all such payments from tax proceeds within 30 days of the District receiving such tax proceeds. 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 final payment has been provided under Section 4, above. The City may terminate this MOU without cause upon 30 calendar days prior written notice to the District. 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 all such costs within 30 calendar days of receipt of that invoice. 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, deposition costs,arbitration costs and expert witness fees,including actual costs and attorneys'fees on appeal. -3- 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 45-305 Oasis Street 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: By: _ Kevi alman, Ge eral Manager ATTEST: ATTEST: • Brj Ii 4' 1 .1:�),. By: 411 _ ..., . •. Delia G anados, Clerk City Clerk APPROVED A TO : ' ► APPROVED AS TO FORM: Eric Vail, City Attorney Dated: 0e/08/zOZZ Dated: -5- 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: < , - By: Kevin alman, G eral Manager ATTEST: ATTEST: By: r By: " . . 1' Delia t ranados, Clerk City Clerk APPROVED AS.TO FORM-: APPROVED AS TO FORM: i�0 Eric Vail.City Attorney ` J Dated: Dated: 0 Jag lC1Caa.