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Lancaster LPACF: MOU; May 2024
MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (“MOU” or “Agreement”) is entered into and effective as of May 7, 2024 by and between the CITY OF LANCASTER, a municipal corporation and charter city (“Lancaster”), and LANCASTER PERFORMING ARTS CENTER FOUNDATION a 501c(3) “LPACF” (collectively, the “Parties”).
RECITALS
A. The parties desire to work collaboratively on supporting arts education through funding, staffing, and programming at the Lancaster Performing Arts Center.
NOW, THEREFORE, the Parties agree as follows:
1.Additional Documents. The Parties may execute any and all other documents, including but not limited to vendor agreements and operation & maintenance agreements, as are necessary to effectuate the performance of the Parties’ responsibilities as set forth in this MOU.
2.Responsibilities of Lancaster.
a. Will hire, manage, and supervise a part-time Senior Office Assistant to support the LPAC Foundation Board of Directors
b. Will invoice LPACF for the fully burdened salary of the part-time Senior Office Assistant for a three-year term ending June 30, 2027. Not to exceed $83,401 (Year 1 $26,454; Year 2 $27,780; and Year 3 $29,167).
c. Will evaluate with LPACF annually the effectiveness of the partnership. Annual reporting shall be made by the PARCS Director (or designee).
3.Responsibilities of LPACF.
a. Will financially support the fully burdened salary of a part-time Senior Office Assistant ($83,401) hired by the City to support the LPACF Board of Directors for a period of three years ending June 30, 2027.
b. Will communicate with Assistant Manager regarding needs, policy decisions and requests for completion of work. LPACF will not directly supervise or give direction to the Senior Office Assistant.
4.Disbursement Schedule.
a. The parties agree to the disbursement schedule as follows:
i. City will invoice LPACF quarterly for actual fully burdened salary expenditures.
ii. LPACF will remit payment within 30 days.
5.Assurances. The parties each provide the following assurances, representations, and warranties to the other party:
a. Each party possesses the legal authority to finance, acquire, develop, manage, operate and maintain the responsibilities pursuant to their respective obligations hereunder; that a resolution, motion or similar action has been duly adopted, passed, or approved as an official act of each Party’s governing body authorizing all understandings and assurances contained herein, and directing and authorizing the person identified as the - 2 -
Lancaster LPACF: MOU; May 2024
authorized representative of each Party to perform the duties imposed herein and to provide such additional information as may be required. b. Parties will comply with all applicable requirements of all local, state, and federal laws, regulations, and policies governing this MOU and performance by each party. c. Each party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other party, its affiliates and each of their respective elected officials, officers, directors, employees, volunteers, contractors and/or agents (collectively, an “Indemnified Party”) harmless from and against any action, claim, suit, investigation or other proceeding brought by a third party (a “Claim”) to the extent such Claim is caused by that Indemnifying Party’s operation of one or more of said events, or the negligent or willful misconduct of the Indemnifying Party or its elected officials, officers, directors, employees, volunteers, contractors and/or agents arising out of or in connection with this agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees, expert witness fees and/or costs of defense) incurred by or levied against such Indemnified Party as a result of any such Claim. If the Indemnified Party seeks indemnification with respect to a Claim, the Indemnifying Party’s obligations are conditioned upon the Indemnified Party: (a) providing written notice to the Indemnifying Party of any Claim within thirty (30) days after the Indemnified Party has knowledge of such Claim (except that failure to timely provide such notice will relieve the party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); and (b) cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense. Notwithstanding the foregoing, the Indemnified Party may participate at its own expense in the defense and any settlement discussions and will have the right to approve any settlement agreement that involves an admission of fault by the Indemnified Party or imposes non-monetary obligations on the Indemnified Party; provided, however, that such approval will not be unreasonably withheld.
6.Insurance.
a. Not applicable for this contract
7.Notices. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any person shall be in email to the contacts set forth below, with “delivered” receipt requests, and/or in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed communicated twenty-four (24) hours from receipt of confirmation of email delivery or forty-eight (48) hours from the time of mailing if mailed as provided in this section.
To Lancaster: City of Lancaster
Attn: Jason Caudle, City Manager
44933 North Fern Avenue
Lancaster, California 93534
[email protected]
To LPACF: Lancaster Performing Arts Center Foundation
Attn: R. Steven Derryberry, President
44933 North Fern Avenue
Lancaster, California 93534
[email protected]
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Lancaster LPACF: MOU; May 2024
8.Term. The term of this MOU shall commence on May 7, 2024 and shall expire on June 30, 2027, unless sooner terminated or extended, in whole or part, by written amendment signed by both Parties.
9.Assignment of Agreement. The Parties hereto may not assign their obligations hereunder to any assignee without the knowledge and prior written consent of the other party.
10.General Provisions.
a. Except as otherwise provided herein, the terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the Parties hereto.
b. Any Party may terminate this MOU and negotiations relating to the activities contemplated herein at any time by 60 days’ written notice to the other Party. c. This MOU constitutes the entire agreement among the Parties hereto and supersedes all prior discussions, understandings, and agreements among Parties hereto relating to the subject matter hereof.
d. Time is expressly made of the essence with respect to the performance by the Parties of each and every obligation and condition of this MOU.
e. Each Party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this MOU not to supersede the rules and provisions set within this MOU.
f. Each Party represents and warrants to the other that: (i) they have carefully read this MOU, and in signing this MOU, they do so with full knowledge of any rights which they may have; (ii) they have received independent legal advice from their respective legal counsel as to the matters set forth in this MOU, or have knowingly chosen not to consult legal counsel as to the matters set forth in this MOU; and, (iii) they have freely signed this MOU without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this MOU, and without duress or coercion, whether economic or otherwise.
11.Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be effective only upon the mutual written approval of the Parties.
12.Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect.
13.Termination. This Agreement may be terminated by either Party upon thirty (30) days written notice, with or without cause.
14.Authority of Signatories. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this agreement on behalf of said Parties and that by so executing this Agreement, the Parties are formally bound to the provisions of this Agreement. [Signatures begin on following page]
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Lancaster LPACF: MOU; May 2024
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed and attested by their respective officers thereunto duly authorized.
City of Lancaster Lancaster Performing Arts Center Foundation ___________________________ ___________________________ By: Jason Caudle By: R. Steven Derryberry
Its: City Manager Its: President
___________________________
By: Allison Burns
Its: City Attorney
___________________________
By: Andrea Alexander
Its: City Clerk
MOU SUBMISSION APPROVAL:
___________________________
By: Sonya Patterson
Its: PARCS Director