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MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE
CITY OF ORANGE, ORANGE LEGACY ALLIANCE, AND OLD
TOWNE PRESERVATION ASSOCIATION
THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into as of _______________, 2024 (the “Effective Date”), by and between the City of Orange (“City”), Orange Legacy Alliance (“OLA”), and Old Towne Preservation Association (“OTPA”). City, OLA, and OTPA are referred to collectively as “the Parties.”
RECITALS
A. OLA and OTPA formed a historic preservation consortium to assist the City on concerns previously expressed by the City Council regarding Mills Act, Historic Resources, Design Review Committee, and Economic Development B. At the August 13, 2024, City Council meeting, the City Council further discussed these issues as well as the offer of assistance by the volunteer consortium of OLA and OTPA.
C After further discussion at the August 13 th meeting, staff was directed to return with a draft MOU with an undetermined vendor to assist in developing a historic preservation ordinance, re-vision the Design Review Committee, and provide the City Council with recommendations on the Mills Act program (the “Project”).
D Accordingly, based on OLA and OTPA members’ extensive knowledge and expertise in the above subject matter as it pertains to the City, OLA, and OTPA have proposed to assist the City with the Project at no cost to the City.
E. The purpose of this MOU is to reduce to writing general terms of agreement between the Parties concerning the Project.
AGREEMENT
Based upon the above recitals and based on the good and valuable consideration set forth herein, it is mutually agreed upon by and between the Parties hereto as follows:
1. Support of OLA and OTPA Proposals . The City Manager and City Attorney or their designees will work with OLA and/or OTPA in crafting a Historic and Cultural Resource Preservation Ordinance and a revised Mills Act Program (“the Proposals”) to be brought before City Council. Parties do not commit to providing extensive resources, funds or time but instead agree to work collaboratively in crafting recommendations for the Mills Act Program and creating a draft ordinance and/or programs concerning the above subject matters at individual parties’ time and expense.
Nothing in this MOU gives parties rights or remedies against the others. –2–
2. Term. This MOU shall be in full force and effect from ____________ 2024 through June 30, 2026. This MOU may be terminated with or without cause by City, OLA or OTPA by providing 5 days written notice of termination.
3. Independent OLA and OTPA. At all times during the term of this Agreement, OLA and OTPA shall remain independent non-profit organizations and shall not be employees of the City. The City shall have no right to control OLA and OTPA insofar as the result of OLA and OTPA's services rendered pursuant to this Agreement.
The City shall not have the right to control the means by which OLA and OTPA accomplishes services rendered pursuant to this Agreement. OLA and OTPA shall, at its sole cost and expense, furnish all facilities, materials, and equipment that may be required for furnishing services pursuant to this Agreement.
4. OLA and OTPA Not Agent . Except as the City may specify in writing, OLA and OTPA shall have no authority, express or implied, to act on behalf of or in any capacity whatsoever as an agent. OLA and OTPA shall have no authority, express or implied, to bind The City to any obligation whatsoever.
5. Conflicts of Interest . OLA and OTPA agree that it shall not make, participate in the making, or in any way attempt to use its position as OLA and OTPA to influence any decision of the City in which OLA and OTPA knows or has reason to know that OLA and OTPA, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.
6. Assignment. No assignment by OLA and OTPA of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has had the prior written approval of the City. The City may terminate this Agreement rather than accept any proposed assignment.
7. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally or by first class mail, postage prepaid, to each party at the address listed below:
“OLA and OTPA” “CITY”
Orange Legacy Alliance City of Orange
P.O. Box 304 300 E. Chapman Avenue
Orange, CA 92856-0304 Orange, CA 92866-1591
Attn: Maryanne Skorpanich Attn: City Manager
8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. –3–
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CITY” “OLA and OTPA”
CITY OF ORANGE
By:____________________________
Thomas C. Kisela
Its: City Manager
Orange Legacy Alliance
By:____________________________
Maryanne Skorpanich
Its: President
ATTEST: Old Towne Preservation Association
____________________________ By:____________________________ Pamela Coleman, City Clerk Rob Boice
Its: President
APPROVED AS TO FORM:
____________________________
Mike Vigliotta, City Attorney