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GRANT CONTRIBUTION AGREEMENT
This Grant Contribution Agreement ("Agreement") is entered into by the City of Camarillo ("City") and the Pleasant Valley Historical Society ("PVHS") for a financial contribution by the City to PVHS for the purpose described herein. The City and PVHS are collectively referred to herein as the "Parties ." The Effective Date of this Agreement shall be the date the Agreement is approved by the City Council.
RECITALS
A. PVHS museum has grown to include the history of the living as well as the forefathers and proposes to expand to special children’s programs and programs for schools, in both history and science. Space for those programs requires a planned expansion that will increase the original 1,555 sq. ft. of the display/meeting area with another 1,153 sq. ft.
B. PVHS has undertaken a $2.1 million fundraising campaign to fund the above improvements and has collected nearly $1.5 million to date.
C. PVHS has requested that the City approve a contribution to PVHS for site improvements (collectively, "improvements") located at 720 Las Posas Road for the proper ty leased by PVHS from the City pursuant to a Lease Agreement . The letter with the request is attached hereto as Exhibit A.
D. PVHS serves the entire community of Camarillo and the adjoining areas including Somis and the Santa Rosa Valley. The museum provides an archive for historical artifacts for the entire area as well as exhibits and events. They serve all age ranges including school aged children, families, adults, seniors and others. PVHS also coordinates with many other community groups, especially schools from pre -school levels to college. The City's financial contribution to PVHS for construction and project improvements as contemplated by this Agreement will enable PVHS to complete museum construction and site improvements for the public’s benefit.
NO THEREFORE, the Parties hereby agree to the following terms:
1. The foregoing Recitals are true and correct and are hereby incorporated by this reference.
2. The City agrees to grant a contribution to PVHS in the sum of $250,000.00 (“Grant”) (Two Hundred Fifty Thousand Dollars and no cents) subject to the terms of this Agreement. This Grant will be subject to all terms and provisions of the Lease Agreement between the City and PVHS for the property.
3. The City finds that the Grant would be for a public purpose for the following reasons:
(1) PVHS mission is to acquire, identify, restore and preserve artifacts, documents and photographs related to the Pleasant Valley Community; to make the museum and garden a focal point for the dissemination of local history and the education of the general public; and to recogn ize local residents who have provided outstanding service to the Pleasant Valley community .
(2) PVHS has requested that the City make a Grant to PVHS to assist with project improvements, whose dedication is to serv e the community by preserving and presenting the history of the Pleasant Valley area and sharing the rich heritage with all who visit.
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(3) The Council finds that the Grant therefore serves a legitimate public purpose for the use of public funds as described in this Agreement.
4. PVHS will pay for improvements and then submit to the City Finance Department for review and approval a written statement ("Statement") describing the improvements made and proof of payment therefore.
5. The City shall have the right to examine, review, copy, and audit PVHS records, documents, electronic data, a pertaining to the use of the City’s Grant.
6. PVHS agrees to indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, and contractors (all of the foregoing, collectively, the "Indemnitees") harmless from and against all liability, loss, cost, expense (including without limitation reasonable attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, or der, and damage (all of the foregoing collectively "Claims") which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, this Agreement, including Claims related to the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection with the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of PVHS with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims.
7. PVHS will agree to provide the City with an acknowledgement of the Grant provided to PVHS pursuant to this Agreement in a manner to be agreed upon by the Parties, to the extent permitted by law.
8. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to a ll or any part of the subject matter hereof. Any prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged in this Agreement and are of no further force or effect. Each Party is entering this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material.
9. This Agreement will be interpreted as though prepared jointly by the Parties. Any alteration, change or modification of or to this Agreement, in order to become effective, must be made in writing and in each instance signed on behalf of each Party. This Agreement will be interpreted and governed under the laws of the State of California.
10. Notices to the Parties to this Agreement shall be sent by email or facsimile transmission and addressed as follows:
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City of Camarillo
PVHS
Greg Ramirez, City Manager
City of Camarillo
601 Carmen Drive
City of Camarillo, CA 93010
Email: [email protected]
Pleasant Valley Historical Society
P.O. Box 570
Camarillo, CA 93011
Attn: Mark Ann Novak, President, PVHS
Email:
11. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed one and the same document.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, the Parties have executed this Agreement which shall be effective on the date the Agreement is approved by the Camarillo City Council ("Effective Date").
DATE: CITY OF CAMARILLO:
Greg Ramirez
City Manager
ATTEST:
Silvia Jaquez
Acting City Clerk
DATE: PLEASANT VALLEY HISTORICAL SOCIETY
BY: Signature
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BY: Signature
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