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Home My WebLink AboutA8502 - HISTORIC PLAZA THEATRE STEERING COMMITTEE MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PALM SPRINGS AND THE HISTORIC PLAZA THEATRE STEERING COMMITTEE THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on this Ma-t, 24 , 2020. ("Effective Date") is made by and between the Historic Plaza Theatre Steering Committee, an unincorporated association (the "Committee") and the City of Palm Springs, a California municipal corporation and charter city ("City"), with reference to the following facts: A. The historic Plaza Theatre opened in 1936 and was the first movie theatre in Palm Springs. The Plaza Theatre was the site of the premiere of "Camille that same year; and B. The Plaza Theatre is owned by the City. It represents a unique and valuable asset to the City of Palm Springs and the surrounding region because of its historical and cultural significance; and C. Recognizing such significance, the City of Palm Springs and the Committee wish to see the Plaza Theatre restored to its former glory, in order for future generations to enjoy; D. The parties intend by this MOU to memorialize the nature of their respective roles, promises and obligations relating to the fundraising efforts for the restoration of the Plaza Theatre. NOW THEREFORE, based on the recitals set forth above, City and the Committee agree as follows: I. INTENTION AND PURPOSE The intention of this MOU is to memorialize the Parties' roles, promises, and obligations to each other in their common commitment to raise revenue for the purpose of restoring the Plaza Theatre. II. TERM This MOU shall commence on the Effective Date and continue in full force and effect for an initial one (1) year term. Unless terminated by either or both parties, this MOU shall automatically extend for additional one (1) year terms at the conclusion of each preceding term. 55575.181002657040.1 Page I of 5 it. TERMINATION PRIOR TO EXPIRATION OF TERM Either Party may terminate this MOU at any time, with or without cause, upon thirty (30) days written notice to the other party. Where termination is due to the fault of the other party and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the party terminating this MOU. III. PARTIES' OBLIGATIONS A. Committee's Obligations. In addition to all other obligations set forth in this MOU, the Committee shall have the following obligations: 1. the Committee shall identify potential revenue sources for the restoration of the Plaza Theatre, including but not limited to on- and off- site events such as concerts, tours, lectures, and film screenings, and may conduct such activities to raise revenue for such purpose. 2. the Committee shall consider the possible incorporation of the Committee into an organized 501(c) corporation. B. City's Obligations. In addition to all other obligations set forth in this MOU, City shall have the following obligations: 1. The City shall coordinate with the Committee in the Committee's fundraising efforts, including, providing the Committee with access to the Plaza Theatre, as the City may, in its discretion, deem appropriate, in order to assist in such fundraising efforts. 2. The City shall designate a City staff person as the City's liaison to the Committee. IV. INDEMNIFICATION The City shall defend, indemnify, protect, and hold harmless the Committee (including the Committee members individually), its officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses (including legal casts and attorney fees) (collectively "Claims"), including, but not limited to, Claims arising from injuries to, or death of, persons, for damage to property, including property owned by any Indemnified Party(ies), and from errors and omissions committed by the Committee, its officers, employees, representatives, and agents, that arise out of or relate to the Committee's activities under this MOU. This indemnification clause excludes Claims to the extent arising from the sole negligence or willful misconduct of any Indemnified Party(ies). The Committee shall, as Committee members vacate their positions and/or addition Committee members are appointed, notify the City of such changes. The City's indemnification obligation shall survive the expiration or earlier 55575.I81MU2657 W.1 termination of this MOU until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of thins party Indemnified Parties not otherwise a party to this MOU. V. INSURANCE The City shall procure and maintain excess public liability and property damage insurance, for claims that exceed the City's self-insured retention. VI. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION A. Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Committee, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Committee or its successor, or for breach of any obligation of the terms of this MOU. B. Conflict of Interest. The Committee acknowledges that no officer or employee of the City has, or shall have, any direct or indirect financial interest in this MOU, nor shall the Committee enter into any agreement of any kind with any such officer or employee during the term of this MOU and for one year after the termination of this MOU. The Committee warrants that the Committee has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this MOU. C. Covenant Against Discrimination. In connection with its performance under this MOU, the Committee shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis'). The Committee shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this MOU, and in executing this MOU, the Committee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Committee activity, including, but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that the Committee is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 55575.ISIM32657040.I VI. NOTICES Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. CCiit l: City of Palm Springs Attention: City Manager 3200 Tahquitz Canyon Way Palm Springs, CA 92262 the Committee: Historic Plaza Theatre Steering Committee JR Roberts, Committee Co-Chair ir66(rDmaacom VIII. 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 shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature (a) 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 thereto. IX. SEVERABILITY If any term, covenant or condition of this MOU shall, to any extent, be invalid, void, illegal or unenforceable, the remainder of this Memorandum of Understanding shall not be affected thereby, and each other term, covenant or condition of this MOU shall be valid and be enforced to the fullest extent permitted by law. X. GOVERNING LAW This MOU is made and entered into in the State of California and shall be governed by and construed and enforced in accordance with the laws of the State of California. The venue for resolving any disputes regarding this MOU shall be within the County of Riverside. Xl. AMENDMENT No modification, variation or amendment of this MOU shall be effective without the written consent of all of the parties to this MOU at the time of such modification, variation or amendment. 55575.18100\32657040.1 XII. SUCCESSORS This MOU shall be binding on and inure to the benefit of each of the parties' successors and assigns. Historic Plaza Theatre City of Palm Springs, a California Steering Committee, municipal corporation and charter an unincorp ated association city r_- By: By , David Ready, Its: City Manager Date: �" a� Date: ATTEST: AP9P�RO1,VqED BY CITY MANAGER By F)AUJ�/i Na o hony J. eji 77 City Clerk APPROVED AS TO FORM: By: Jeffrey S. Ballige r City Attorney 55575.18100\926570 .1