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2017/04/04 DSTNY MOU for Skate Park EventsMEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MENIFEE AND DSTNY This MEMORANDUM OF UNDERSTANDING is made and entered into this 19th day of April, 2017, by and between City of Menifee, a municipal corporation ("City") and the DSTNY ("DSTNY") a California corporation. The City and DSTNY occasionally herein are each individually referred to as "Party" and collectively as the "Parties". The Parties hereto agree as follows: RECITALS A. The City was incorporated effective October 1, 2008. B. DSTNY is a subsidiary of Healing Voice Ministries, a faith based organization with efforts that include being committed to encouraging business and economic development, and building community within the City. C. The City sees participation with DSTNY for Skate Park Events as an investment that benefits all the residents of the community by encouraging the participation of youth, adults and families alike in a productive manner. D. DSTNY finds the partnership and support of the City in Skate Park Events to be a positive force and an advantageous opportunity enabling them to showcase their organization, services to the community, and the message they wish to spread throughout the skate and scooter community. E. The Parties desire to enter into an agreement of a formal public/private partnership for the benefit of the residents of the City of Menifee. NOW, THEREFORE, the Parties agree as follows: I. General. A. Recitals. All Recitals set out above are true and correct. B. Purpose and Understanding of the Parties. 1. The purpose of this Agreement is to create a relationship between the City and the DSTNY of a formal public/private partnership for the purpose of providing a service to the residents of the City of Menifee: i. No fees are to be collected by either party for the services provided. C. Implementation. Organizational Responsibility. DSTNY agrees to: A. Organize and coordinate monthly skate & scooter events at Audie Murphy Ranch Skate Park. i. Event partipant's, solicitation, collection of fees, on -site coordination of vendors at events, accounting and reporting of revenues, event planning committees' attendance and participation, volunteers related to coordination of all vending activities. ii. DSTNY shall comply with all state, local and federal guidelines and requirements for the operation of Skate & Scooter Events including, City Ordinance NO. 2014- 146, Riverside County Department of Environmental Health, Cal Fire (Marshall and events codes), and Menifee Building and Safety Code; and all associated permitting. The City agrees to: A. Organize and coordinate promotion and marketing of events and facility availability. i. Ensure facility reservations are in place and facility is available, coordinate lights for additional hour during event, grounds preparation and maintenance of Audie Murphy Ranch Skate Park, marketing and publicity of the Skate Park Events to the public including: flyers, posters, and advertisement in Menifee Matters. 2. Updates and Payments. The City of Menifee and DSTNY agree that no payments or funds will be exchanged in turn for any of the services provided by either party. D. Term. This Agreement shall be for one year (April 4, 2017 — February 28th, 2018) and two additional single year renewals (March 1, 2018 — February 28th, 2019, March 1, 2019 — February 29th, 2020) renewed upon mutual written agreement of both Parties, with adjustments to Attachment A as provided in Section I(C) (3) unless terminated in accord with the provisions of Section II. II. Termination This Agreement may be terminated with or without cause by either Party upon 30 days written notice. III. Representations, Warranties and Indemnification. A. Indemnification. To the fullest extent provided by law, DSTNY shall indemnify, protect, defend, and hold harmless the City, its officers, employees, and agents DSTNY MOU April 2017 Page 2 from and against any and all claims, liability, costs, damages, penalties, losses and expenses, and any other actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the activities set forth in Attachment A of this Agreement. B. Survival. Notwithstanding any other provision of this Agreement, this Section II shall survive the termination of this Agreement. IV. Miscellaneous. A. General Provisions. This Agreement and all terms and conditions hereof shall be governed by and construed and enforced in accordance with the laws of the State of California, with venue in any action in the Superior Court of Riverside Chamber. Any term herein can be waived only by a written waiver signed by the Party against whom such waiver is to be asserted. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which, together, shall constitute one and the same instrument. B. Attorneys' Fees. In the event of litigation between the Parties hereto arising out of or in connection with this Agreement, the prevailing party shall, in addition to any other relief awarded by the court, be entitled to recover its costs and reasonable attorneys' fees as determined by the court. C. Notice. Any notice to be given hereunder shall be effective only when in writing and delivered to the Party to whom notice is being given personally, by fax or by mail, to the address set out below: To City: City of Menifee 29714 Haun Road Menifee, CA 92586 (951) 672-6777 (951) 679-3843 fax Attn: Ronald E. Brdley, Interim City Manager To DSTNY: DSTNY PO Box 892182 Temecula, CA 92589 (909) 268-2216 Attn: Alreen Sanchez - Director Either Party may change the place of notice to any other location by giving notice to the other. DSTNY MOU April 2017 Page 3 D. Amendment. This Agreement may only be amended by a document in writing signed by the Parties. E. Further Action. The Parties agree to and shall take such further action and execute and deliver such additional documents as may be reasonably required to effectuate the terms and conditions of this Agreement and to the extent consistent with the terms hereof. F. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said party is bound. DSTNY MOU April 2017 Page 4 MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MENIFEE AND DSTNY Dated: Attest: h Manwaring, City C APR VED AS TO FORMA: ffre T. Melching, (61 orney Dated: / /)ZD !-] APPROVED AS TO FORM: DSTNY [Signature Page] CITY OF MENIFEE, a municipal corporation By: 42v--t4,-e,,� z /:� Ronald E. Bradley, Interim City Manager DSTNY, a California corporation By: DSTNY DSTNY MOU April 2017 Page 5 ATTACHMENT A DSTNY Spark Park Events Event Date List 1. Saturday, March 25th, 2017 2. Saturday, April 29th, 2017 3. Saturday, May 27th, 2017 4. Saturday, June 24th, 2017 5. Saturday, July 29th, 2017 6. Saturday, August 26th, 2017 7. Saturday, September 23rd, 2017 8. Saturday, October 215Y, 2017 9. Saturday, November TBD 10. Saturday, December TBD 11. Saturday, January 27th, 2018 12. Saturday, February 24th, 2018 DSTNY MOU April 2017 Page 6