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Desert Classic Charities /MOU 14MEMORANDUM OF D BETWEEN THE CITY OF A QUINTA AND DESART CLASSICCHARITIES This Memorandum of Understanding ("MOU") is made by and between the CITY OF LA QUINTA, a municipal corporation and charter city ("CITY"), and Desert Classic Charities ("DCC"), a 501(c)3 Non -Profit Organization, with respect to the following: WHEREAS, it is the mission of both the CITY and DCC to provide recreation, health and fitness opportunities for residents in the community; WHEREAS, the parties wish to assume certain responsibilities in connection with promotional opportunities as follows: Humana Community Weekend from Saturday, January 17 through Sunday, January 18, 2015 which include events such as Well -Being Walk, Healthy Fun Fair, and Humana Day at the Certified Farmers Market; hereinafter referred to as ("EVENTS"), and more particularly described on Exhibit A. WHEREAS, this document assigns responsibilities for certain tasks to be performed by CITY and DCC; and WHEREAS, CITY and DCC desire to work cooperatively utilizing all available existing Desert Recreation District and CITY assets to maximize the recreation, health and fitness opportunities for residents in the community. NOW, THEREFORE, CITY and DCC agree to the following: 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 9 3.0 OBLIGATIONS OF DCC. DCC will provide the services listed on Exhibit C attached and incorporated ("DCC obligations"). 4.0 MUTUAL INDEMNITY AND RELEASE. The City and DCC each hereby agree to indemnify, defend, and hold harmless the other party and its officers, employees, agents, and authorized volunteers (collectively, "Indemnified Parties") from and against any and all 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 Indemnified Parties. This Agreement is not intended to and specifically does not create joint and several liability. 5.0 INSURANCE.. The City and DCC (individually and collectively referred to as "Party" and "Parties") agree to provide insurance in accordance with the provisions of this Section. 5.1 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 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 notice to 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 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. 5.2 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 DCC or any use of the Premises by 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, its officials, officers, employees, and agents as additional insured, shall provide that same may not be cancelled or amended without thirty (30) days prior Page 2 of 9 notice to 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, and upon renewal of such policies, DCC shall submit to CITY 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. 6.1 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, it being agreed that the Parties or their agents have all participated in the preparation of this MOU. 6.2 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. 6.3 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. 6.4 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). 6.5 No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. 6.6 This Agreement is not intended to and does not create any joint venture between the Parties and each Party remains an 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. IN WITNESS WHEREOF, CITY and DCC have executed this Memorandum as evidenced by the signatures contained below: Page 3of9 By: S, gy. Susan Maysels City Clerk APPROVED AS TO FORM AND APPROVED AS TO FORM AND CONTENT: CONTENT: By: .�_ By: William H. Ihrke, City Attorney City of La Quinta; California Page 4 of 9 EXHIBIT "A" HUMANA Well -Being Walk & Healthy Fun Fa Saturday, January 17, 2015 Walk: Kickoff at 9am Fair: 9arn to 1pm I Event Outline Wellness Walk - Anticipated attendance: 500-750 people 1 . Route a. Civic Center Campus - South Loop 1 Loop around the south side of the park - 1 loop is equal to .25 (1/4 mile) 2. Walk promo items a. To be picked up from the event site after Charity Miles verification C, Branding - Not to Exceed $2,000 a. Banners - $1,500 b. Balloon Arches - $500 Healthy Fun Fair - Anticipated attendance: 2,000-4,000 people 1 Entertainment a. Stage i. Live music - Not to Exceed $2,000 - Musical act/s will be lively and energetic ii. Active demos a. Boot Camp b. CrossFit C. Yoga i. Includes table and two (2) chairs 1. Hospitals 2. Local health professionals 3. Health based non -profits 4. Health food stores 5. Community partners C. Kids Fun Zone - Not to Exceed $5,000 i. Inflatables ii. Game booths d. Food vendors i. Healthy food vendors e. Fitness & Wellness Center i. Dedication ceremony 1 . Fitness demos 2. Equipment dem] 141471MT�� 3. Logistical Rentals — Not to Exceed $2000 a. Generator b. Umbrella Tables - Twelve (12) tables with market umbrellas 4. Miscellaneous Supplies — Not to Exceed $500 5. Overnight Security — Not to Exceed $500 a. One guard 6. Administration and Planning a. 15 % of total event cost 9940L§YMMM *Walk Promo Items *Provided by Humana Wellness Walk $ 3,450 Healthy Fun Fair $19,550 HUMANA Day @ Certified Farmers' Market Sunday, January 18, 2015 8arn to 12:30pm Event Outline 'Existing Farmer's Market 1 . Local food growers and producers booft-� a. Fruits b. Vegetables C. Cut flowers d. Honey e. Eggs f. Nuts 9. Herbs h. Bread i. Cheese j. Organic meats 2. Live music a. Local musical artist 34 Food Demonstrations - Not to Exceed $500 a. Popular Local Chefs 4. Branding - Not to Exceed $2,000 a. Naming Rights i. $1,000 - event renamed for one day as Humana Day Certified Farmers' Market b. Banners - Not to Exceed $1,000 5. Logistical Rentals - Not to Exceed $2,000 1000 - Kitchen Equipment rentals for food demos b. $500 - Chairs C. $500 - Demonstration tent &� Miscellaneous Supplies - Not to Exceed $500 7. Overnight Security - Not to Exceed $500 a. One guard 8. Administration and Planning a. 15 % of total event cost zuiqo�q sunlm�� Farmers Market $6,325 GRAND TOTAL $29Y325 EXHIBIT "B" Wellness Walk and Healthy Fun Fair a. Plan and organize EVENTS b. Secure Temporary Use Permits C. Coordinate with La Quinta Police Department on traffic safety plan d. Secure staff and/or volunteers e. Provide walk starting area and facilitate warm-up f. Secure Kids Zone amenities g. Secure stage and sound system for stage h. Secure healthy food vendors i. Secure health professional agencies for information booths j. Locate and acquire logistical rentals as detailed in attached event outline k. Produce event signage with creative approval from Humana on all renderings 1. Provide marketing materials for event It. Farmers Market a. Plan and organize EVENTS b. Coordinate with facility owner for approval C. Coordinate with Farmers Market promoter d. Coordinate with local chefs for food demonstrations e. Produce event signage with creative approval from Humana on all renderings f. Locate and acquire logistical rentals as detailed in attached event outline g. Provide marketing materials for event III. CITY agrees to expend an amount not to exceed $30,000 to secure event amenities as detailed in the attached event outline. Expenditures shall be reimbursed by DCC within 30 (thirty) days of submitted invoice or receipt. EXHIBIT "C" I.Wellness Walk and Healthy Fun Fair a. Coordinate with CITY for Humana Challenge branding b. Provide Humana Challenge booths III. Farmers Market a. Coordinate with CITY and event promoter for Humana Challenge branding b. Provide Humana Challenge booths with information and ticket sales DCC agrees to provide reimbursement payments to CITY for securing event amenities as detailed in the event outline. Payments must be made to CITY within 30 (thirty) days of submitted invoice or receipt. a. CITY shall be paid a total amount not to exceed $30,000. MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Edie Hylton, Community Services Director DATE: NOv8nobSr4, 2014 RE: Desert Classic Charities Attached for your signature is a Memorandum of Understanding between Desert C|8SSiC Charities and the City for prOnoOtiOn@| opportunities connected with the Humana Community Weekend from January 17 through January 18, 2[)15 with DCC agreeing tOfund up to $3(},{]{]{]for event amenities. Please sign and return to the City Clerk for processing and distribution.