reasonable attorneys’ fees and court costs) (all of the foregoing, collectively “Claims”) incurred by or brought against City arising out of HARD’s use, occupancy, operation, management, or maintenance of the park and improvements, except to the extent such Claim arises from the negligence or willful misconduct of City.
22. Dispute Resolution . If the Parties are unable to resolve any dispute arising in connection with this MOU, other than an Event of Default of either Party, the Parties agree to submit such dispute to a mutually acceptable professional mediator and to negotiate in good faith toward reaching a resolution of the dispute prior to commencement of any civil action. Each Party shall pay an equal share of the mediator’s fees and expenses. Each Party shall be responsible for any other fees or costs such Party incurs in connection with participation in the mediation.
23. Entire Agreement; Amendment . This MOU constitutes the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof. This MOU may be amended only in writing signed by authorized representatives of HARD and City.
24. Severability. Should any provision of any of this MOU be found invalid by a court or other body of competent jurisdiction, said invalidity or ineffectiveness shall not affect the validity of the remaining provisions of such agreement which shall remain in force to the maximum extent possible.
25. Interpretation. The Parties acknowledge that each Party and its counsel have reviewed and revised this MOU and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed. The defined terms herein shall apply equally to both the singular and the plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “approval," “consent" and “notice” shall be deemed to be preceded by the word “written.”
26. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of California. Any action to interpret, enforce or challenge an arbitration award as described above, shall be filed in the Superior Court of Alameda County.
27. No Conflict of Interest . Each Party warrants to the other that no member of the governing body of City or HARD and no other public official of such locality or localities during his/her tenure and for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project.
28. Counterparts. This MOU may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 123731
HARD Revisions: 12-04-24
same agreement. Signatures delivered electronically or by facsimile shall be as binding as originals upon the Parties.
29. Further Assurances. From and after the date of each of this MOU, the Parties agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to timely complete the actions contemplated by such agreement.
30. Authorized Representatives . Except as otherwise expressly provided in this MOU, whenever under the provisions of any of this MOU the approval of HARD or City is required, or HARD or City is required to take some action at the request of the other, such approval or request shall be given for City by the City Manager or his or her designee, and for HARD by HARD’s General Manager or his or her designee, and any Party hereto shall be authorized to rely upon and such approval or request.
31. No Assignment . Neither Party may assign its rights or obligations under any of this Agreement without the express written consent of the other Party which may be granted or denied in its sole discretion.
32. Authority. Each Party represents that the signatory has the authority to bind each respective entity, and assents to each and every term contained within this MOU.
33. No Third -Party Beneficiaries . It is the intention of the Parties that under no circumstances are any rights created for persons or entities who are not parties to this MOU and HARD and City owe no duty to any persons or entities not parties to this MOU under a third-party beneficiary theory or under any other theory of law.
34. Attorneys’ Fees . If either Party commences any legal action against the other party arising out of this MOU or the performance thereof, each Party in such action shall be responsible for its own litigation expenses, including but not limited to court costs, expert witness fees, discovery expenses and attorneys’ fees.
35. No Joint Venture. It is expressly understood and agreed that neither Party shall become as a result of this MOU a partner of the other or a joint venturer with the other Party in the conduct of such Party’s business or otherwise. This MOU is not intended, and shall not be construed, to create the relationship of principal and agent, partnership, joint venture, or association as between City and HARD.
36. Successors and Assigns. Subject to the restrictions on assignment set forth above, all of the terms, covenants, and conditions of this MOU shall be binding upon City and HARD and their respective permitted successors and assigns.
Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 124732
HARD Revisions: 12-04-24
37. Contacts. All notices and requests hereunder by either party shall be in writing and directed to the parties as follows:
To HARD: James Wheeler, General Manager
Hayward Area Recreation and Park District
1099 E Street
Hayward, CA 94541
To the City: Dr. Ana M. Alvarez
City of Hayward
777 B Street
Hayward, CA 94541-5007
IN WITNESS HEREOF, City and HARD have executed this MOU as of the date set forth above.
HAYWARD RECREATION AND PARK DISTRICT
Dated: By:
James Wheeler, General Manager
CITY OF HAYWARD
Dated: ______________________________ By:
Alex Ameri, Director of Public Works
Dated: ______________________________ By:
Dr. Ana M. Alvarez, City Manager
Attest:
Miriam Lens, City Clerk
Approved as to form and procedure:
Michael S. Lawson, City Attorney
Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 1/24/2025
1/24/2025
1/28/2025
1/29/2025
1/29/2025
125733
EXHIBIT A
Project Site Map
(Attached hereto)
Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 126734
Tennyson Road
RiP TraiO
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
Property Line
Property Line
LOW
LOW
LOW / Property Line
LOW / Property Line
PA
LOW
LOW
LOW
LOW
LOW
LOW / Property Line
LOW / Property Line
LOW / Property Line
LOW / Property Line
LOW / Property Line
PLAY FIELD
TOT LOT
AMPHITHEATER
CENTRAL BOWL
PLAZA
PARKING
DISCOVERY
PLAY AREA
RIM TRAIL
ENTRY DRIVE
RIM TRAIL
SOUTH
PRISM
UPPER
BASKETBALL
COURTS
(FULL + HALF)
UPPER
DOG RUN
NORTH
PRISM
SUNET TERRACE
PICNIC AREA
BIORETENTION /
SCIENCE GARDEN
NEIGHBORHOOD
PLAYGROUND
LOWER
DOG RUN
EMERGENCY
ACCESS ROAD
PA
PA
PA
PA
PA
PA
PA
PA
PAPA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
SLIDES
WC
(TRIPLE)
EXERCISE
NEIGHBORHOOD
PICNIC AREA
LOWER
BASKETBALL
COURTS
(FULL + HALF)
HM1
HM2
HM2
HM2
HM2
HM2
HM2
HM2
HM1
HM1
HM1
HM1
HM1
HM1
HM2
HM1
HM2
HM1
HM1
T
RG
HM1
HM1
HM1
HM2
HM2
HM2
HM2
HM2
HM2
T
HM2
HM2
HM2
HM2
HM2
HM1
HM1
HM1
HM1
HM1
HM1
T
HM1 HM1
HM1
RG
RG
RG
RG
RG
HM1
T
T
RG
RG
RG
RG
RG
RG
HM2
HM2
HM2
HM2
HM2
HM2
HM2
HM2
HM2
HM2
HM2
HM2
6&$L(
1 LA VISTA PARK - Hayward, CA
MISSION BLVD
TENNYSON RD
EXHIBIT A - PROJEC SITE MAP
Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 127735
EXHIBIT B
Park Project Conceptual Plan
(Attached hereto)
Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 128736
EXHIBIT B - PROJECT
CONCEPTUAL PLAN
PICNIC
PLAYGROUND
DOG RUN
BASKETBALL
DOG RUN
BIORETENTION / SCIENCE GARDEN
FOOTHILL TRAIL
EXERCISE
BASKETBALL COURT
SLIDES
PLAYGROUND
ENTRY DRIVE
PARKING
AMPHITHEATER
Docusign Envelope ID: 6EC23AE8-C836-4E89-9408-EB00B2D1C994 129737