Desert Recreation Dist/LQ/Desert Charities-MOU 11MEMORANDUM OF UNDERSTANDING
BETWEEN
DESERT RECREATION DISTRICT,
THE CITY OF LA QUINTA,
AND
DESERT CLASSIC CHARITIES
This Memorandum of Understanding ("MOU") is made by and between the DESERT
RECREATION DISTRICT ("DRD"), a special district established under Section 5780 at seq.
of the California Public Resources Code, and the CITY OF LA QUINTA, a municipal
corporation and charter city ("CITY"), and DESERT CLASSIC CHARITIES ("DCC"), a
501.C3 Non -Profit Organization, with respect to the following:
RECITALS
WHEREAS, it is the mission of both the DRD and CITY to provide recreation, health
and fitness opportunities for residents in the community;
WHERAS, the parties wish to assume certain responsibilities in connection with two
(2) promotional opportunities as follows:
Wellness Walk and Healthy Fun Fair on Saturday, January 14, 2012, and La Quinta
Certified Farmers Market on Sunday, January 15, 2012, hereinafter referred to as
("EVENTS"), and more particularly described on Exhibit A;
WHEREAS, this document assigns responsibilities for certain tasks to be performed
by DRD, CITY, and DCC.
WHEREAS, DRD has a facility known as the La Quinta Community Park located in
the Village area of the CITY, which consists of a ballpark, restrooms, and fitness center;
WHEREAS, DRD and CITY desire to work cooperatively utilizing all available existing
DRD and CITY assets to maximize the recreation, health and fitness opportunities for
residents in the community;
NOW, THEREFORE, DRD, CITY, and DCC agree to the following:
1.0 TERM OF MEMORANDUM.
1.1 All Recitals set out above are true and correct.
1.2 This MOU is to remain in effect for 1 (one) year following its execution by the
parties to this MOU. This MOU may be terminated at any time by any of the parties to the
MOU with a 30 (thirty) day notice to the remaining parties. Should one party elect to
terminate participation under this MOU, the remaining parties may continue the meetings
and collaboration contemplated in this MOU. This MOU will automatically terminate should
a simple majority of parties to the MOU terminate participation with appropriate notice as
defined above.
2.0 OBLIGATIONS OF THE CITY. The CITY will provide the services listed on Exhibit B.
attached and incorporated ("CITY obligations").
Page 1 of 11
3.0 OBLIGATIONS OF ORD. DRD will provide the services listed on Exhibit C attached
and incorporated ("DRD obligations").
4.0 OBLIGATIONS OF DCC. DCC will provide the services listed on Exhibit D. attached
and incorporated ("DCC obligations")'.
5.0 MUTUAL INDEMNITY AND RELEASE. The City, DRD, and DCC each hereby agree
to indemnify, defend, and hold harmless the other party and its officers, employees,
agents, and authorized volunteers (collectively, "Indemnitees") from and against any and all
of claims, causes of action, obligations, losses, liabilities, judgments, or damages, including
reasonable attorneys' fees and costs of litigation (collectively "Claims") arising out of
and/or in any way relating to the indemnifying party's activities in the performance of this
Memorandum, or to the indemnifying party's acts and/or omissions in providing or
administering the same, excepting only those Claims arising out of the sole negligence or
willful misconduct of the Indemnitees. This Agreement is not intended to and specifically
does not create joint and several liability.
6.0 INSURANCE. The Parties agree to provide insurance in accordance with the
provisions of this Section.
6.1 CITY'S Insurance Obligation. Without limiting the indemnification provisions
provided herein, CITY, at its sole expense, shall obtain and keep in force during the term of
this MOU and any extensions thereof, a policy or policies of general liability insurance
covering all injuries to persons and damage to property occurring in, upon or about the
Premises resulting from any actions or omissions of the CITY or any use of the Premises by
the City or its invitees in accordance with the terms of this MOU. The policy or policies
evidencing such insurance shall be endorsed to name the DRD and DCC, its officials,
officers, employees, and agents as additional insured, shall provide that same may not be
cancelled or amended without thirty (30) days prior written notice to DRD and DCC, and
shall provide for a combined single limit coverage of bodily injury and property damage in
the amount of not less than One Million Dollars ($1,000,000). Such policy or policies shall
be issued by an insurance company licensed to do business in the State of California and
be rated A-/VIII or better by ambest.com. Prior to the Commencement Date of this MOU,
and upon renewal of such policies, the CITY shall submit to DRD and DCC certificates of
insurance and any applicable endorsements evidencing that the foregoing policy or policies
are in effect. At the CITY's option, CITY shall be allowed to self -insure the insurance
coverage as required above.
6.2 DRD's Insurance Obligation. Without limiting the indemnification provisions
provided herein, DRD, at its sole expense, shall obtain and keep in force during the term of
this MOU and any extensions thereof, a policy or policies of general liability insurance
covering all injuries to persons and damage to property occurring in, upon or about the
Premises resulting from any actions or omissions of the DRD or any use of the Premises by
the DRD or its invitees in accordance with the terms of this MOU. The policy or policies
evidencing such insurance shall be endorsed to name the DCC and CITY, its officials,
officers, employees, and agents as additional insured, shall provide that same may not be
cancelled or amended without thirty (30) days prior written notice to DCC and CITY, and
shall provide for a combined single limit coverage of bodily injury and property damage in
the amount of not less than One Million Dollars ($1,000,000). Such policy or policies shall
be issued by an insurance company licensed to do business in the State of California and
be rated A-/VIII or better by ambest.com. Prior to the Commencement Date of this MOU,
Page 2 of 11
and upon renewal of such policies, the DRD shall submit to DCC and CITY certificates of
insurance and any applicable endorsements evidencing that the foregoing policy or policies
are in effect. At the DRD's option, DRD shall be allowed to self -insure the insurance
coverage as required above.
6.3 DCC's Insurance Obligation. Without limiting the indemnification provisions
provided herein, DCC, at its sole expense, shall obtain and keep in force during the term of
this MOU and any extensions thereof, a policy or policies of general liability insurance
covering all injuries to persons and damage to property occurring in, upon or about the
Premises resulting from any actions or omissions of the DCC or any use of the Premises by
the DCC or its invitees in accordance with the terms of this MOU. The policy or policies
evidencing such insurance shall be endorsed to name the CITY and DRD, its officials,
officers, employees, and agents as additional insured, shall provide that same may not be
cancelled or amended without thirty (30) days prior written notice to CITY and DRD, and
shall provide for a combined single limit coverage of bodily injury and property damage in
the amount of not less than One Million Dollars ($1,000,000). Such policy or policies shall
be issued by an insurance company licensed to-do business in the State of California and
be rated A-/VIII or better by ambest.com. Prior to the Commencement Date of this MOU,
and upon renewal of such policies, the DCC shall submit to CITY and DRD certificates of
insurance and any applicable endorsements evidencing that the foregoing policy or policies
are in effect. At the DCC's option, DCC shall be allowed to self -insure the insurance
coverage as required above.
7.0 ADDITIONAL PROVISIONS.
7.1 In all cases, the language in all parts of this MOU shall be construed according to its
fair meaning and not strictly for or against either party, if being agreed that the parties or
their agents have all participated in the preparation of this MOU.
7.2 This MOU contains the entire agreement of the Parties and supersedes any prior
oral or written statements or agreements between the Parties regarding the operation of
the EVENTS.
7.3 No termination of this MOU shall release either party from any liability or obligation
hereunder resulting from any acts, omissions or events happening prior to the termination
of this MOU.
7.4 In the event either party brings any suit or other proceeding with respect to the
subject matter or enforcement of this MOU, the prevailing party (as determined by
California law) shall, in addition to such other relief as may be awarded, be entitled to
recover reasonable attorneys' fees, expenses and costs of suit or investigation as actually
incurred (including, without limitation, reasonable attorneys' fees, expenses, and costs
incurred in establishing the right to indemnification).
7.5 No waiver of any term of condition of this Agreement shall be a continuing waiver
thereof.
7.6 This Agreement is not intended to and does not create any joint venture between
the parties and each party remains and independent contractor as to the other. Each party
shall bear its own liability and there is no joint and several liability as a result of this
agreement.
Page 3 of 11
IN WITNESS WHEREOF, ORD, CITY, and DCC have executed this Memorandum as
evidenced by the signatures contained below:
CITY OF LA QUINTA
By: /IM
J6 M. Fa Goner
ing City Manager
Dated: 12-1 � 1 L 01'
ATTEST:
DESERT RECREATION DISTRICT
By.
Kevin Kal an
General Manager
Dated: ky't5- h
ATTEST:
W70vt By:
r : VeYia - : .
City ClerV V/Oistrict Clerk
APPROVED AS TO FORM AND
CONTENT`.
AA . Z"�
By
Katherine Jenlron
City Attorney
DESER RARITIES
By. z ^
Larry iel
Tournament Director
APPROVED AS TO FORM AND
CONTENT:
By: ak CO .I-./
Elfzabeth Martyn
District Counsel
Dated: �,,,
Page 4 of 11
EXHIBIT "A"
® HUMANA Wellness Walk & Healthy Fun Fair ,® ®®®® ®,
Saturday, January 14, 2012 0: ®® 6
Walk:8am-10am "® ®"
Fair: 9am-1 pm
To provide a healthy, fun, community event that encourages wellness through
healthy eating and active living.
Event Outline
Community Walk — NTE $1,000 / Anticipated attendance: 200-500 people
1. Route
a. Bear Creek Path
i. Starting at Calle Tampico & Eisenhower Drive
1. The walk will be an "out and back" format
2. Four (4) Rest stops — NTE $300
a. Carranza
i. Snacks / Drinks
ii. Small giveaway item (*logo pedometer)
b. Ensenada
i. Snacks / Drinks
ii. Small giveaway item (*logo water bottle)
c. Chillon
i. Snacks / Drinks
ii. Medium giveaway item (*logo cap or visor)
d. Tecate
L Snacks / Drinks
ii. Large giveaway item (*logo t-shirt or bag)
3. Branding — NTE $700
a. Banners
i. One (1) 5'x3' - 13 oz. vinyl
1. Walk promo banner / registration location
ii. Four (4) 5'x3' — 13 oz. vinyl
1. Rest stop banner # and distance walked
b. Signage
i. Twenty (20) 18"x"24 coroplast signs
1. Walk promo signs spread evenly along path
Page 5 of 11
Healthy Fun Fair — NTE $19,000/Anticipated attendance: 2000-5000 people
1. Entertainment
a. Two (2) stages (infield & left field)
i. DRD (infield)
1. 'Live music — NTE $3,000
a. Musical act/s will be lively and energetic
ii. LQCS (left field)
1. Youth performers from City and DRD programs
a. Youth dance troupes
2. Active demos
a. Karate/Taekwondo
b. Zumba Fitness
b. Information booths (blue tents, right field) — NTE $4,000
i. Hospitals
ii. Local health professionals
iii. Health based non -profits
iv. Health food stores
v. Community partners
c. Kids Fun Zone (center field) - NTE $5,000
i. Inflatables
1. Two (2) bounce houses (as drawn)
2. Obstacle course (yellow rectangle)
3. Slide (Blue rectangle)
4. Bungee run (Red rectangle)
5. Crawl -through (Orange rectangles)
6. Rock climbing wall (White cylinder)
ii. Game booths (Red & White tents)
1. Four (4) games
a. Bowling
b. Bean Bag Toss
c. Frog Catapult
d. Milk Bottles
iii. Lawn games
1. Tug-o-war
2. Sack races
d. Food vendors (Gray tents)
i. Healthy food vendors
e. Fitness Center
i. Open during event
1. Free admission
2. Equipment demos
2. Branding — NTE $1250
a. Banners
i. Three (3) 30'x6'— 9 oz. mesh scrim
1. Event promotional banners hung on venue exterior fence
ii. Six (6) 6'x6'— 9 oz. mesh scrim
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1. Entrance directional banners on each side of the 30'
banners
iii. Two (2) 20'x6' — 19 oz. vinyl
1. Promotional banners hung on stages
iv. Ten (10) 18"x24" coroplast signs
1. Directional signs placed around the interior of the venue
3. Logistical Rentals
a. Generators - NTE $1,000
i. Four (4) units
1. 80KVA or better
b. Umbrella Tables- NTE $800
i. Twelve (12) tables with market umbrellas
c. Stage & Sound System - NTE $3,500
i. Infield staging with PA system
Budget Summary
*Walk Promo Items
Wellness Walk
Healthy Fun Fair
TOTAL
*Provided by Humana
$1,000
$19,000
$20,000
In future years, this plan could be replicated in other valley cities such as Palm
Desert.
Page 7 of 11
0
HUMANA Farmer's Market Event a
°0000g a
Sunday, January 15, 2012 0® ®®
To promote healthy eating through local growers and
producers, slow food demonstrations and community
education.
Event Outline
Existing Farmer's Market
1. Local food growers and producers booths
a. Fruits
b. Vegetables
c. Cut flowers
d. Honey
e. Eggs
f. Nuts
g. Herbs
h. Bread
i. Cheese
j. Organic meats
2. Live music
a. Local musical artist
Additions to the existing event
3. Food Demonstrations - NTE $? (Coordinating with new event partner)
a. Slow Food demonstration
i. Popular Local Chefs
ii. La Quinta High School Culinary Program Cooking Contest
4. HUMANA Booth
a. Info booth providing information on:
i. HUMANA Challenge Golf Tournament
5. Branding - NTE $1,500
a. Banners
i. Twenty-five (25) 18"x36" pole banners - 13 oz vinyl
1. Promo banners placed on light poles in Old Town La
Quinta
ii. (Two 2) 30'x4'- 13oz vinyl
1. Elevated above Main St. in Old Town La Quinta
Budget Summary
TOTAL
$1,500
Page 8 of 11
EXHIBIT "B"
Responsibilities of CITY
I. Farmers Market
a. Coordinate with facility owner for approval
b. Coordinate with Farmers Market promoter
c. Secure High School Culinary program for food competition or demonstration
II. Wellness Walk and Healthy Fun Fair
a. Coordinate with facility owner for approval
b. Coordinate promotional items for distribution to participants
c. Plan and organize Healthy Fun Fair
L Secure Kids Zone amenities
ii. Provide stage and sound system for stage
iii. Secure healthy food vendors
iv. Secure health professional agencies for information booths
v. Locate and acquire logistical rentals as detailed in attached event
outline
1. CITY agrees to expend an amount not to exceed $15,000 to
secure event amenities as detailed in the attached event
outline. Expenditures shall be reimbursed by DCC within 60
(sixty) days of submitted invoice or receipt.
vi. Provide marketing materials for event
Page 9 of 11
EXHIBIT "C"
Responsibilities of DRD:
I. Farmers Market
a. N/A
II. Wellness Walk and Healthy Fun Fair
a. Plan and organize Wellness Walk
L Coordinate with CITY for submission of Temporary Use Permit for
Wellness Walk and Healthy Fun Fair.
ii. Coordinate with CITY on traffic safety plan to get walkers from park
site to starting location on Bear Creek Trail.
iii. Coordinate with CITY on distance measurements for each rest stop
iv. Provide staff and/or volunteers at start and rest stops
v. Provide starting area and rest stop signage
b. Assist execution of Healthy Fun Fair
i. Provide staff and/or volunteers for games and inflatable amenities
ii. Provide free admission to Fitness Center for the day and offer
equipment demos, etc.
iii. Research and secure musical entertainment for main stage
1. DRD agrees to expend an amount not to exceed $5,000 to
secure event amenities as detailed in the attached event
outline. Expenditures shall be reimbursed by DCC within 60
(sixty) days of submitted invoice or receipt.
iv. Coordinate with CITY to offer program demonstrations on demo stage
c. Provide marketing materials for event
Page 10 of 11
EXHIBIT "D"
Responsibilities of DCC:
I. Farmers Market
a. Locate and secure local chef for slow food demo
b. Coordinate with CITY and event promoter for Humana Challenge branding
c. Provide Humana Challenge booth with information and ticket sales
IL Wellness Walk and Healthy Fun Fair
a. Coordinate with CITY and DRD for Humana Challenge branding
b. Provide Humana Challenge booth with information and ticket sales
c. Provide financial reimbursement to CITY and DRD for event production
expenses for a total amount not to exceed $20,000 (twenty thousand
dollars) as detailed in event outline.
i. Reimbursement payments must be made to applicable agency within
60 (sixty) days of submitted invoice or receipt.
1. CITY shall be paid a total amount not to exceed $15,000.
2. DRD shall be paid a total amount not to exceed $5,000.
d. Provide marketing materials for event
Page 11 of 11
AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING
THIS AMENDMENT NO. 1 TO THE MEMORANDUM OF UNDERSTANDING Jq�uaR�
("Amendment No. 1") is entered into this X day of Qeeem, oFzoTT, by and a u3i L
between the DESERT RECREATION DISTRICT (-DRD-), a special district
established under Section 5780 et seq. of the California Public Resources Code,
and the CITY OF LA QUINTA, a municipal corporation and charter city ("CITY"),
and DESERT CLASSIC CHARITIES ("DCC"), a 501.C3 Non -Profit Organization.
RECITALS
WHEREAS, DRD, CITY, and DCC entered into a Memorandum of
Understanding dated December 7, 2011 ("MOU"), whereby the parties wish to
assume certain responsibilities in connection with two (2) promotional opportunities
as follows:
Wellness Walk and Healthy Fun Fair on Saturday, January 14, 2012, and
La Quinta Certified Farmers Market on Sunday, January 15, 2012, hereinafter
referred to as ("EVENTS"), and more particularly described on Exhibit A;
WHEREAS, the parties hereto agree to modify the MOU in order to adjust
event budgets and reimbursements to reflect updated budget funds granted by
Humana as described in this Amendment No. 1.
NOW, THEREFORE, in consideration of the above recitals and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
AMENDMENT
1. The MOU is hereby modified to adjust the costs associated with
EVENTS, and reimbursements to CITY and DRD due to the increased funds granted
by Humana.
2. As listed on Exhibit B, CITY agreed to expend an amount not to
exceed $15,000 to secure event amenities as detailed in the attached event
outline; however, with the additional funds granted by Humana and redistribution
of initial funds, CITY will now agree to expend an amount not to exceed $22,000.
3. As listed on Exhibit C, DRD agreed to expend an amount not to
exceed $5,000 to secure event amenities as detailed in the attached event outline;
however, with the redistribution of additional funds granted by Humana, DRD will
now agree to expend an amount not to exceed $3,000.
4. As listed on Exhibit D, DCC agrees to provide financial reimbursement
to CITY and DRD for event production expenses for a total amount not to exceed
$20,000 as detailed in event outline; however, with the additional funds granted
by Humana, DCC will now agree to provide financial reimbursement to CITY and
DRD for event production expenses for a total amount not to exceed $25,000.
Reimbursement payments must be made to applicable agency within
60 (sixty) days of submitted invoice or receipt.
CITY shall be paid a total amount not to exceed $22,000.
DRD shall be paid a total amount not to exceed $3,000.
5. The person executing this Amendment No. 1 on behalf of each party
warrants that he/she is duly authorized to execute and deliver this Amendment No.
1 on behalf of the respective party for which he/she signs and, by so executing this
Amendment No. 1, such party is bound by the provisions of this Amendment No.
1.
6. If any term, provision, covenant or condition of this Amendment No. 1
is held to be invalid, void or otherwise unenforceable to any extent by any court of
competent jurisdiction, the remainder of this Amendment No. 1 shall not be
affected thereby, and each term, provision, covenant, or condition of this
Amendment No. 1 shall be valid and enforceable to the fullest extent permitted by
law.
7. This Amendment No. 1 constitutes the entire agreement between the
parties pertaining to the subject matter hereof, and all prior and contemporaneous
agreements, representations, negotiations and understandings of the parties,
whether oral or written, are hereby superseded and merged herein.
8. This Amendment No. 1 may be executed in two or more counterparts,
each of which together shall constitute one and the same document.
9. Except as specifically expressed herein, all other terms, conditions and
provisions of the MOU shall remain unchanged and in full force and effect.
-2-
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment No. 1 on the dates set forth below.
CITY OF LA QUINTA
By:
Mark Weiss
Interim City Manager
Dated: /- 9-IZ
APPROVED AS TO FORM AND
CONTENT:
By: SIGNED IN COUNTOWX
M. Katherine Jenson
City Attorney
DESERT CLA IC CHARITIES
Lar hiel
Tournament Director
DESERT RECREATION DISTRICT
By:
Kevin I al nan
General Manager
Dated: U • I �- Zn l I
ATTEST:
By:
Delia Granados
District Clerk
APPROVED AS TO FORM AND
CONTENT:
tj
Eliza be Martyn
District Counsel
Dated:
-3-
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment No. 1 on the dates set forth below.
CITY OF LA QUINTA
By: SII m IN IMERPM
Mark Weiss
Interim City Manager
Dated:
ATTEST:
By:
Veronica J. Montecino, CMC
City Clerk
APPROVED AS TO FORM AND
CONTENT:
DESERT RECREATION DISTRICT
cr
By: ram, c_
Kevin Waltnan
General Manager
Dated: i'4• t `J- -L . 1 I
ATTEST:
By:
Delia Granados
District Clerk
APPROVED AS TO FORM AND
CONTENT:
By: / By: C`GaGt� c.SCP / 7i�GL•tSc�n/
M. Katherine son Elizab�Martyn
City Attorneyv District Counsel
DESERT CLASS CHARITIES
Lar hiel
Tournament Director
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