Catholic Diocese of SB/Retention Basin Maintenance 10MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF LA QUINTA
AND
THE ROMAN CATHOLIC BISHOP OF SAN BERNARDINO, A CORPORATION SOLE, ON BEHALF OF
ST. FRANCIS OF ASSISI CATHOLIC CHURCH (DIOCESE)
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered this 7
day of May, 2010, by and between the City of La Quinta, a California municipal corporation and
charter city ("City') and the Roman Catholic Bishop of San Bernardino ("Diocese"). City and
Diocese may sometimes be referred to collectively herein as the "Parties" or individually as a
„Party."
RECITALS
A. Diocese is the owner of that certain real property generally located at 47-225
Washington Street in La Quinta, California, more particularly and legally described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property").
B. The Property houses St. Francis of Assisi Roman Catholic Church and is
developed for use as a church and associated parking under a conditional use permit issued by
the City> The geography of the Property is terraced with an upper and lower pad. The upper
pad contains the existing sanctuary, a rectory, and a paved parking area; the lower pad is
utilized as an unpaved parking area pursuant to a temporary use permit issued by City.
C. Diocese plans to improve the parking facilities on the Property by re -grading the
lower pad to raise the grade and constructing a new parking lot, including on -site retention
basins, and other improvements as may be imposed by the City as part of the conditions of
approval by Diocese's Site Development Permit (collectively, all such work, approvals and
conditions imposed on such approvals shall be termed the "Diocese Project"). This project is
anticipated to be completed in phases.
D. City is separately planning a capital improvement project (the "City CIP") that if
approved will include construction of additional retention basins in the City right-of-way
northerly of the Property, including a retention basin adjacent to the Property on Washington
Street, and replacement of an existing wall near the Washington Street/Highland Palm Drive
intersection. The City CIP may also demolish the existing frontage road and relocate utilities in
the City right-of-way that are necessary in order to accommodate the future retention basins.
The City CIP is anticipated to be completed in phases.
E. The Parties desire to coordinate their respective projects for Diocese's parking
lot improvements and Citys public storm water retention basins near the Property to avoid
duplication of efforts. City is willing to integrate the southerly retention basin adjacent to
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Washington Street proposed for the Diocese Project into (as identified on Exhibit B attached
hereto and incorporated herein by this reference) into the City CIP. Accordingly, the Parties
desire to coordinate the design and construction of their respective projects to ensure that the
retention basin mentioned in the previous sentence (hereinafter referred to as the "shared
retention basin") installed as part of the Diocese Project may also be used as part of and
effectively integrated into the overall design for the City CIP.
F. Because the Diocese Project will proceed before the City CIP, City desires to have
Diocese develop the design for and install the shared retention basin. In exchange, City will
reimburse Diocese for City's fair share of the design fee and construction costs for the shared
retention basin.
G. In addition, City and Diocese would like to allocate the ongoing maintenance
responsibility for shared retention basin.
H. City and Diocese desire to enter into this MOU to memorialize their
understanding with respect to the subject matter contained herein and to set forth the terms of
their respective obligations.
I. Diocese acknowledges that, in entering this MOU, City is acting in its proprietary
capacity. This MOU does not grant approval or constitute pre -commitment to approve the
Diocese Project. City cannot grant formal approval for the Diocese Project, or any portion
thereof, until after all legally required procedures are following.
UNDERSTANDING
NOW, THEREFORE, in consideration of the mutual promises, obligations and covenants
set forth herein, and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and
are hereby incorporated herein by this reference and expressly made a part of this MOU.
Section 2. Design of the Shared Retention Basin. The shared retention basin shall
be designed by the Diocese's design team, subject to the City's approval as provided in this
MOU. The design team shall prepare and deliver to City for its review and approval all of the
following: (1) one set of construction drawings for the shared retention basin only, (2) technical
specifications for the shared retention basin, (3) two cost estimates (as more specifically
described in Section 4) for the retention basin — (a) a cost estimate reflecting the estimated cost
to construct the landscaped retention basin to handle only the storm flow generated by the
Diocese Project and (b) a cost estimate reflecting the estimated cost to construct the
landscaped retention basin to handle the additional storm flow requested by City and (4) any
other information that the City reasonably requests. Once City approves the construction
drawings, technical specifications, cost estimates and receives any additional information
requested, Diocese shall prepare final construction plans and technical specifications for the
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shared retention basin that conform in all respects to the City's approval. The Diocese shall
obtain at least three (3) construction bids and shall award the construction contract for the
shared retention basin to the lowest responsible bidder; provided, however, that prior to
awarding the contract the City shall approve the Diocese's selection.
Section 3. Payment by City of Fair Share Costs.
3.1 Payment. City shall reimburse Diocese for City's fair share of the design
fee and the construction costs associated with the shared retention basis in accordance with
the cost sharing formula described in Section 4 of this MOU. City shall pay to Diocese its share
of the design fee within thirty (30) days of receipt from Diocese of the completed and approved
final plans, specifications and cost estimates. City shall deposit its share of the construction
costs into an escrow account within fourteen (14) days of the date that Diocese awards the
construction contract. With respect to construction costs, City shall instruct the escrow holder
to release funds to reimburse Diocese monthly for City's share of the construction costs as
construction progresses, provided that Diocese provides City with appropriate documentation
indicating that costs have actually been incurred and are owing. The parties agree that City
shall holdback a contingency of 10% of the monthly requested amount until payment of the
final installment of the City's share of the construction costs. Neither the final payment of the
City's share of the construction costs nor release of accumulated contingencies shall be made
until executed lien releases satisfactory to the City are provided.
3.2 Obligation to Pay. City shall have no obligation to pay to Diocese any
portion of the costs for the design and construction of the shared retention basin unless and
until Diocese has applied for and received all necessary land use entitlements and building
permits for the Diocese Project.
Section 4. Cost Sharing Formula. The Parties agree to share the costs associated
with the design and construction of the shared retention basin in accordance with the formula
set forth in this Section 4. The proposed cost sharing formula is intended to allocate the fair
share to each Party for the design and construction of the shared retention basin. The
calculated percentage will be applied to both the design fee and the final construction bid.
City's cost share percentage shall be one (1) minus the ratio of the two construction cost
estimate totals, as more fully described below. City unit prices shall be used in the preparation
of both cost estimates. In no event shall the City's obligation to pay its fair share of the shared
basin's construction cost exceed the bid amount awarded by the Diocese unless the City
approves in writing change orders that increase the original bid amount.
The first cost estimate shall estimate a landscaped retention basin designed solely to
accommodate the storm water associated with the Diocese Project, including the standard ten
percent (10%) construction contingency, ten percent (10%) for construction administration, and
ten percent (10%) for design contingency. The second cost estimate shall estimate a
landscaped retention basin designed with sufficient capacity to accommodate both the storm
water associated with the Diocese Project and storm water from the City CIP, again including
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the standard ten percent (10%) construction contingency, ten percent (10%) for construction
administration, and ten percent (10%) for design contingency.
Thus, the City's contribution percentage will be calculated as follows:
1 Total Construction Cost for the Retention Basin (Diocese Water Only)
Total Construction Cost for the Retention Basin (Diocese plus City Water)
Section 5. Maintenance of Landscaped Retention Basin.
5.1 City's responsibility. Upon completion of the shared retention basin, City
shall maintain the dry wells within the subject retention basin and in the City right-of-way, in
perpetuity. As a condition precedent to the City's obligation in the previous sentence, and in
order to facilitate this maintenance, Diocese, on behalf of itself and on behalf of its successors
and assigns, shall grant to City a right of entry for City staff and/or agents to perform dry well
maintenance on the dry well within the subject retention basin; this right of entry shall be
memorialized in a written agreement that is entered and recorded in Riverside County official
records promptly after completion of the construction. Notwithstanding any other provision in
this MOU, City's obligation to maintain said dry wells shall not commence until Diocese has
completed construction of the shared retention basin and the City Council has approved and
accepted the completed shared retention basin.
5.2 Diocese responsibility. Upon completion of the shared retention basin,
Diocese shall maintain, in perpetuity, the subject retention basin and the retention basin
landscaping.
Section 6. Separation of Church and State. City and Diocese hereby acknowledge
that City is entering into this MOU solely in its proprietary capacity. Nothing contained in this
MOU shall be construed as an attempt by City to promote, show preference for, advance, or
otherwise become unlawfully entangled with religion. In the event City issues the necessary
permits to allow the construction of the Project, City shall coordinate the design and
construction of the City CIP, and Diocese shall coordinate the design and construction of the
Diocese Project. The Parties shall strictly observe the provisions of the Federal and California
Constitutions requiring separation of church and state. No public monies shall be used to
construct, design, or otherwise subsidize the Diocese Project. Notwithstanding the foregoing,
public funds may (and shall) be used to pay only for the cost attributable to designing and
constructing the shared retention basin with a capacity to handle the additional storm water
associated with the City CIP design.
Section 7. Further Actions; Operating Memoranda.
7.1 Further Actions. Each Party hereto agrees to take such actions, and to
execute such certificates and other instruments, as may be necessary or appropriate to give
effect to and carry out the provisions of this MOU. Without limiting the foregoing, Diocese
shall cooperate with City and furnish such information as may be reasonably requested by City
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to facilitate the processing of any permit necessary to construct the Diocese Project, including
the shared retention basin.
7.2 Operating Memoranda. The provisions of this MOU require a close degree of
cooperation between the parties. The parties therefore believe that minor clarification to this
MOU may be appropriate from time to time with respect to the details of performance of the
parties. When and if the parties find it appropriate to make changes, adjustments or
clarifications to matters, items or provisions not enumerated above, the parties may, but are
not required to, effectuate such changes, adjustments or clarifications through operating
memoranda (the "Operating Memoranda') approved by the parties in writing which reference
this Section 7.2. Operating Memoranda are not intended to constitute an amendment to this
MOU but mere ministerial clarifications; therefore public notices and hearings shall not be
required. The City Manager shall be authorized, in his or her sole discretion, to determine
whether a requested clarification may be effectuated pursuant to this Section or whether the
requested clarification is of such character to constitute an amendment to this Agreement
which requires compliance with the provisions of Section 9 of this MOU.
Section 8. Integration. This MOU, and any other documents incorporated herein by
specific reference, represent the entire and integrated agreement between Diocese and City
with respect to the subject matter hereof. This MOU supersedes all prior negotiations,
representations or agreements, whether oral or written.
Section 9. Amendment. This MOU may not be amended, modified, or expanded
except by a written instrument signed by each of the Parties hereto.
Section 10. Discretionary Approval Required. The Parties expressly acknowledge that
the Diocese Project must be reviewed by City in its governmental capacity. Nothing contained
in this MOU shall be construed to mean that City is agreeing or has agreed to exercise its
discretionary authority in support of any approvals or entitlements that may be required to
construct the Diocese Project.
Section 11. Mutual Indemnification.
11.1 Each Party shall indemnify, hold harmless and defend the other Party,
and any of its officials, officers, employees or agents, from any and all claims, liabilities,
obligations and causes of action of whatsoever kind or nature for injury to, or death of, any
person (including officials, officers, parishioners, invitees, employees and agents of Diocese),
and for injury or damage to or destruction of property (including property of either Party),
resulting from any and all negligent actions or willful misconduct of the indemnifying Party or
any of its officials, officers, employees, agents, consultants, and licensees in the performance of
its duties or obligations under this MOU.
11.2. In the event of any legal action instituted by a third party or other
governmental entity or official challenging the validity of any provision of this MOU, Diocese
and City shall cooperate in defending any such action. Each Party shall notify the other Party of
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611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Facsimile: (714) 546-9035
If to Diocese: Diocese of San Bernardino
1201 E. Highland Avenue
San Bernardino, California 92404
Attn: Most Reverend Gerald R. Barnes
Either City or Diocese may change its mailing address at any time by giving written notice of
such change to the other party in the manner provided herein at least ten (10) days prior to the
date such change is affected.
Section 17. Attorneys Fees. In the event of a dispute between the Parties hereto or
their representatives or assigns relating to this MOU, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs incurred in connection therewith.
Section 18. Severability. In the event that any provisions of this MOU shall be held by
a court of competent jurisdiction to be invalid or unenforceable, the same shall not affect, in
any respect whatsoever, the validity of the remainder of this MOU.
Section 19. Waiver. No waiver or consent shall be implied from silence or any failure
of a Party to act, except as otherwise specified by this MOU. Either Party may specifically and
expressly waive, in writing, any portion of this MOU or any breach hereof, but no such waiver
shall constitute a further or continuing waiver of any proceeding or succeeding breach of the
same or any other provision.
Section 20. Counterparts. This MOU may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when taken together,
stall constitute one and the same instrument. The signature page of any counterpart may be
detached therefrom without impairing the legal affect of the signature(s) thereon, provided
such signature page is attached to any other counterpart identical thereto, except having
additional signature pages executed by other parties to this MOU attached hereto.
Section 21. Prevailing Wage. Diocese shall be solely responsible for determining and
effectuating compliance with prevailing wage laws, and City makes no representation as to the
applicability or non -applicability of any of such laws to the development and construction of the
shared retention basin or Diocese Project or any part thereof. Diocese hereby expressly
acknowledges and agrees that the City has not previously affirmatively represented to Diocese,
in writing or otherwise, in a call for bids or otherwise, that the development or construction of
the shared retention basin or the Diocese Project is not a "public work," as defined in Section
1720 of the Labor Code.
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IN WITNESS WHEREOF, Diocese and City have executed this MOU as of the date first set
forth above.
ATTEST:
S
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By: f /�
Kathenne Jenson, ity Attorney
CITY OF LA QUINTA
By: x��Izkt��
Thomas P. Genovese, City Manager
THE ROMAN CATHOLIC BISHOP OF SAN
BERNARDINO, A CORPORATION SOLE ON BEHALF
OF ST. FRANCIS OF ASSISI CATHOLIC CHURCH
By: /- ll: ^" oe
Most Reverend Gerald R. Barnes, Bishop
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EXHIBIT A
LEGAL DESCRIPTION
[TO BE ADDED]
EXHIBIT "A"
THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 30, TOWNSHIP 5 SOUTH, RANGE
7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF PARCEL 1 OF PARCEL MAP 15772 AS SHOWN ON
MAP ON FILE IN BOOK 79 OF PARCEL MAPS, PAGES 58 AND 59, RECORDS OF RIVERSIDE
COUNTY, CA, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING;
THENCE N 89031'01" E ALONG THE NORTH LINE OFSAIDPARCEL 1, A DISTANCE OF 1281.02
FT. TO A POINT OF CUSP WHOSE RADIAL BEARING IS N 88021'23" W;
THENCE SOUTH ALONG SAID CURVE WHOSE RADIUS IS 14545 FT. THROUGH A CENTRAL OF
01°58'10" A DISTANCE OF 499.96 FT.;
THENCE S 01038'37" W A DISTANCE OF 4.63 FT. TO THE SOUTHEAST CORNER OF SAID
PARCEL 1;
THENCE CONTINUING S 0103.8'37" W A DISTANCE OF 395.53 FT. TO THE BEGINNING OF A
TANGENT CURVE;
THENCE SOUTH ALONG SAID CURVE WHOSE RADIUS IS 14655 FT. THROUGH A CENTRAL ANGLE
OF 01°25'H" AN ARC LENGTH OF 363.15 FT.;
THENCE S 89031'01" W PARALLEL WITH THE NORTH LINE OF SAID PARCEL 1 A DISTANCE OF
929.45 FT.;
THENCE.N.. 15019'06" W A DISTANCE OF 217.66 FT. TO THE BEGINNING OF A TANGENT
CURVE;
THENCE NORTHERLY ALONG SAID CURVE CONCAVE TO THE EAST WHOSE RADIUS IS 50.00 FT.
THROUGH A CENTRAL ANGLE OF 59°37'06" AN ARC LENGTH OF 52.03 FT.;
THENCE N 44058'25" E A DISTANCE OF 230.38 FT. TO THE BEGINNING OF A TANGENT
CURVE;
THENCE NORTHERLY ALONG SAID CURVE CONCAVE TO THE SOUTH WHOSE RADIUS IS 50.00 FT.
THROUGH A CENTRAL ANGLE OF 34026'39" AN ARC LENGTH OF 30.06 FT.;
THENCE N 79°25'04" E A DISTANCE OF 94.53 FT. TO THE BEGINNING OF A TANGENT CURVE;
THENCE NORTHERLY ALONG SAID CURVE CONCAVE TO THE NORTHWEST WHOSE RADIUS IS 50.00
FT. THROUGH A CENTRAL ANGLE OF 70"29'30" AN ARC LENGTH OF 61.52 FT. TO A POINT OF
REVERSE CURVE;
THENCE NORTHERLY ALONG SAID CURVE CONCAVE TO THE SOUTHEAST WHOSE RADIUS IS
100.00 FT. THROUGH A CENTRAL ANGLE OF 60°50'57" AN ARC LENGTH OF 106.20 FT.;
THENCE N 69046'31" E A DISTANCE OF 140,17 FT.;
THENCE N 23026'24" E A DISTANCE OF 91.81 FT. TO A POINT ON THE SOUTH LINE OF SAID
PARCEL 1;
THENCE S 89°31'01" W ALONG THE SAID SOUTH LINE A DISTANCE OF 819.52 FT. TO THE
SOUTHWEST CORNER OF SAID PARCEL 1;
THENCE N 00016'34" W A DISTANCE OF 504.47 FT. TO THE TRUE POINT OF BEGINNING.
SAID LEGAL DESCRIPTION IS PURSUANT TO LOT LINE ADJUSTMENT NO. 98-295
EXHIBIT B
MAP DEPICTING SOUTHERLY RETENTION BASIN
[TO BE ADDED]
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