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2018/01/20 PM ProductionsMEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MENIFEE AND PM Productions This MEMORANDUM OF UNDERSTANDING is made and entered into this 16th day of January, 2018, by and between City of Menifee, a municipal corporation ("City") and PM Productions ("PMP"). The City and PMP 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. PMP is an organization dedicated to providing quality CIF and SCMAF certified officiating services for municipal and private youth and adult basketball leagues C. The City sees participation with PMP for Youth Basketball Officials as a benefit to all residents in the City of Menifee D. PMP finds the partnership and support of the Youth Basketball program 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 Communities in the region. 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 PMP of a formal public/private partnership for the purpose of providing a service to the residents of the City of Menifee: C. Implementation. 1. Organizational Responsibility. PMP agrees to- A. Provide professional CIF (California Interscholastic Federation) and SCMAF (Southern California Municipal Athletic Federation) Officials for the City of Menifee Youth Basketball Program i. PMP shall ensure that officials shall arrive ten minutes prior to first scheduled game ii. PMP shall ensure that a replacement official be provided if scheduled officials is not able to attend D. Term. This Agreement shall be for one Youth Basketball season (Saturday, January 20t" — Saturday, March 24, 2018) 2. Updates and Payments. PMP shall invoice the City via email or physical invoice every other Friday beginning January 26, 2018. City will provide payment to PMP consistent with A/P Check Runs. Contract will not exceed $4,800. II. Termination This Agreement may be terminated with or without cause by either Party upon 21 days written notice. III. Representations, Warranties and Indemnification. A. Indemnification. To the fullest extent provided by law, PMP shall indemnify, protect, defend, and hold harmless the City, its officers, employees, and agents 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. PM Productions MOU January 10, 2018 Page 2 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: Armando Villa, City Manager To PHP: PM Productions 16155 Sierra Lakes Pkwy #160-260 Fontana, CA 92336 Attn: Marcelino Serna Either Party may change the place of notice to any other location by giving notice to the other. 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. 4 PM Productions MOU January 10, 2018 Page 3 MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MENIFEE AND PM Productions Dated: Attes rah Man a •ng, i1 !rk APPROVED AS TO FORM: .12"y(5 Melching, City t!7 ey Dated: 41qlzolK [Signature Page] CITY OF MENIFEE, a municipal corporation By: Armando Yillal City Manager PM Productions By: 1116'15 PM Productions PM Productions MOU January 10, 2018 Page 4 Attachment "A" PMP Productions will Provide professional CIF (California Interscholastic Federation) and SCMAF (Southern California Municipal Athletic Federation) Officials for the City of Menifee Youth Basketball Program. Games will begin on Saturday, January 20, 2018 at Santa Rosa Academy. All games to be covered are detailed in Attachment "B" PM Productions MOU January 10, 2018 Page 5 Attachment "B" MOU between PMP Productions and City of Menifee 12:00pm C 12:00pm C 1:0opm I C I I I 1:00pm C