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Home My WebLink AboutAGMT - Seal Beach Lions Foundation(Donation of Clock to be Placed in Eisenhower Park)AN AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND THE SEAL BEACH LIONS FOUNDATION FOR THE DONATION OF A CLOCK TO BE PLACED IN EISENHOWER PARK IN THE CITY OF SEAL BEACH This donation agreement ("Agreement") i A u,�wsF , 2015, by and between the charter city ("City") and the Seal Beach Lions corporation ("Donor" or "Club"). RECITALS s entered into this L&day of City of Seal Beach, a California Foundation, a California nonprofit A. The Seal Beach Lions Club is one of the City's most valued civic institutions. In addition to providing important youth programming, the Club also organizes graffiti removal in the City, coordinates an eyeglass recycling program, and honors local teachers at an annual banquet. The Club also produces important community events, like the Seal Beach Christmas Parade and Lions Community Fish Fry. B. In recognition of the City's Centennial celebration in 2015, Donor, which is the sole and exclusive owner of the clock showed in Exhibit A ("Clock"), desires to donate the Clock, to City, free of charge. In accordance with this Agreement, the Clock will be placed in Eisenhower Park in the City of Seal Beach with a plaque recognizing the Club's generous donation (a plaque in cement paid for by the Lions). C. City may accept Donor's gift under the terms and conditions prescribed in this Agreement pursuant to Government Code Sections 37354 and 37355. D. City is hereby made an express beneficiary of this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties to this Agreement hereby mutually agree as follows: Section 1. Assignment. Donor hereby donates, transfers and assigns to City, free of charge, all rights, title, and interest in the Clock. Section 2. Acceptance. City hereby accepts the donation of the Clock upon its delivery to City, pursuant to Government Code Section 37354. Section 3. City's Responsibilities. City gratefully accepts the donation of the Clock and agrees to the following responsibilities regarding the Clock: A. City shall install the Clock in Eisenhower Park, where the Clock shall remain for the reasonable life of the Clock, except for any necessary off-site repairs and maintenance or as otherwise stated herein. S7296-0001 \1755603v3.doc B. City shall cement to the Clock a plaque recognizing Donor's contribution of the Clock to the City. C. City shall maintain and care for the Clock. D. City shall not sell the Clock to ,any person or entity. Section 4. Ownership Rights. Donor acknowledges City's exclusive rights in the Clock and that City is and shall remain the owner of the Clock upon the delivery of the Clock to the City. Donor agrees that Donor retains no right, title, or interest in or to the Clock upon delivery of the Clock to City. Donor waives all claim of and to ownership of any rights in the Clock and agrees that Donor shall not at any time dispute or contest City's ownership of the Clock, City's exclusive right and title to the Clock, and City's right to use the Clock, nor shall Donor assist others in doing so. Section 5. Removal or Relocation of Clock. If City determines that the Clock no longer functions safely, City may remove the Clock without consulting Donor. In the event the City determines that it needs to relocate the Clock to another location, City shall consult in good faith with Donor regarding the alternative location. Section 6. Representation and Warranty. Donor represents and warrants to City that, to the best of Donor's knowledge, Donor is the lawful owner of the Clock and that Donor is not aware of any claim or controversy as to Donor's right, title, and interest to the Clock and that Donor has the legal authority to transfer title of the Clock to City. Donor further represents and warrants that the Clock is free of material defect. Section 7. Cooperation. Donor shall cooperate fully and in good faith with City for the purpose of securing, preserving, and protecting City's rights in and to the Clock. Donor shall cooperate with City, by providing to City any information or knowledge Donor may have regarding the Clock, if City ever needs to defend any and all claims relating to the ownership of the Clock. Section 8. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the Clock, and supersedes all previous negotiations and agreements, oral or written, regarding the Clock. There are no other representations, warranties, promises, covenants or understandings other than those contained in this Agreement. Section 9. Modifications. This Agreement may be amended or terminated only by a written instrument signed by both of the parties to this Agreement. Section 10. Third Parties. City shall not be obligated or liable under this Agreement to any third parties under this Agreement. Section 11. Notices. Any notice required by this Agreement shall be made in writing and deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set 2 S7296-0001 \1755603v3.doc forth below, or such other addresses as the parties may, from time to time, designate in writing: If to City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attention: Jill Ingram, City Manager If to Donor: Seal Beach Lions Club 1198 Pacific Coast Highway, Suite D-305 Seal Beach, California 90740 Attn: Mike Haley, President Section 12. No Agency or Joint Venture. The parties understand and agree that this Agreement does not make them an agent or legal representative of each other for any purpose, and that no partnership or joint venture is intended to be created by this Agreement. No party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibility on behalf of or in the name of the other party to this Agreement, or to bind the other party hereto in any manner whatsoever. Section 13. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California. Section 14. Authority. Each party hereto represents and warrants that its execution, delivery and performance of this Agreement has been duly and validly authorized, and that this Agreement is binding upon and enforceable against such party in accordance with the terms of this Agreement. Section 15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void' or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. [Signatures begin next page] 3 S7296-0001 \1755603v3.doc IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused this Agreement to be signed in its name by a duly authorized officer or representative thereof. CITY OF SEAL BEACH M%dj I i P" —I .,Li ren la n a • . - ATTEST:: T&4^4 --j �v� `"� (SEAL) TINA KNAPP City Clerk City Attorney 4 S7296-0001 M556030.doc SEAL BEACH LIONS CLUB Kike Fraley President EXHIBIT A PHOTOGRAPH OF CLOCK S7296-0001 \1 755603v3.doc