MEMORANDUM OF UNDERSTANDING
FOR SAN CLEMENTE EXCHANGE CLUB
THIS AGREEMENT is entered into this ____ day of _________, 2023 (the “Effective Date”), by and between the City of San Clemente, a municipal corporation (hereinafter as “City”), and the Exchange Club of San Clemente, a non-profit 501c3 organization (hereinafter as “Exchange Club”), for a period of five (5) years plus two (2) possible three-year extensions for a total of eleven (11) years from and after the Effective Date.
RECITALS:
WHEREAS, the City seeks to provide recreational opportunities for the residents of San Clemente that promote community engagement and connectivity; and.
WHEREAS, the City desires to encourage and promote organized activities by partnering with local not-for-profit organizations; and WHEREAS, the City owns, operates, and maintains a municipal golf course located at 150 Avenida Magdalena; and WHEREAS, on March 2, 2021, the City Council of the City of San Clemente adopted Resolution number 20-71 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN CLEMENTE, CALIFORNIA, ESTABLISHING CERTAIN OPERATING STANDARDS AND REGULATIONS FOR PLAY UPON THE MUNICIPAL GOLF COURSE, in which Section 5 provides guidelines for local tee time block reservations; and WHEREAS, the Exchange Club has existed in San Clemente for fifty-eight (58) years as an organization focused on providing service to the community by fundraising money via charity events throughout the year, and donating proceeds to dozens of San Clemente-based charities; and WHEREAS, the Exchange Club promotes membership and comradery through weekly outings at the San Clemente Municipal Golf Course which further the mission of service to the community.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, City and Exchange Club wish to have an agreement as follows:
COVENANTS:
Based on the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Exchange Club hereby agree as follows:
Purpose. The purpose of this Agreement is to establish the terms and conditions under which the Exchange Club will reserve golf tee times at the San Clemente Municipal Golf Course. The Exchange Club utilizes the San Clemente Municipal Golf Course, located at 150 Avenida Magdalena, San Clemente, CA 92672, to host golf play for its members, their guests, and prospective members.
Term. The term of this Agreement shall be five (5) years plus two (2) possible three-year extensions from the Effective Date the City Manager executes this Agreement. Extensions shall be executed conjointly without lapse should both parties mutually agree to continue said Partnership.
Facility Space. City agrees to provide a regular reservation for up to four (4) consecutive tee time blocks, as determined by the Golf Starter, each Wednesday beginning at 9 a.m., except in instances where the 9 a.m. time conflicts with the Men’s Club reservation block, at which time, the reserved block will begin immediately after the Men’s Club reservation.
City agrees to provide the use of the golf course for Exchange Club for one (1) annual shotgun tournament. The tournament must be held on a Monday in October. The final date shall be agreed upon by Exchange Club and Golf Starter, annually. The charity rate shall apply, as described in City of San Clemente Resolution No. 23-02.
Payment. The Exchange Club agrees to confirm and guarantee the number of players they will provide at least 24 hours before the reserved block. Such notice will be provided to the Golf Starter by email or phone call, and any unneeded tee times will be returned for other public use. The Exchange Club will be responsible to pay the green fees for any no-show players and will be charged the membership rate in effect on the day of the booking for all no-show players.
Use of the Facility. The Exchange Club shall submit annual use requests to the Beaches, Parks & Recreation Director, or his/her designee by October 1st. The requested use of the facility will be reviewed annually by the Golf Committee, for approval at its regular November meeting. Blocks of tee time reservations will be granted on a first come first serve basis with approvals granted based on the best interest of the Golf Course.
General Provisions.
Amendments. Either party may request changes to this Agreement. Any changes, modifications, revisions, or amendments to this Agreement that are mutually agreed upon by and between the parties to this Agreement shall be incorporated by written instrument, and effective when executed and signed by all parties to this Agreement.
Golf Course staff or Golf Professional reserves the right to periodically bump any block reservation from its regular time in favor of an outside tournament group. On such occasions, the Golf Starter shall provide the Exchange Club a one-week advance notice of the need to bump.
Termination of Agreement. Either party may elect to terminate this Agreement with thirty (30) days’ notice. The City of San Clemente reserves the right to cancel tee time block reservations at any time for any reason including a group’s unsatisfactory use or violation of course policies.
Applicable Law. The construction, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of California. The courts of the State of California shall have jurisdiction over any action arising out of this Agreement and over the parties.
Entirety of Agreement. This Agreement, consisting of four (4) pages, represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.
Third Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of a third party beneficiary, and this Agreement shall not be construed so as to create such status. The rights, duties and obligations contained in this Agreement shall operate only between the parties to this Agreement, and shall inure solely to the benefit of the parties to this Agreement. The provisions of this Agreement are intended only to assist the parties in determining and performing their obligations under this Agreement. The parties to this Agreement intend and expressly agree that only parties signatory to this Agreement shall have any legal or equitable right to seek to enforce this Agreement, to seek any remedy arising out of a party’s performance or failure to perform any term or condition of this Agreement, or to bring an action for the breach of this Agreement.
Notices. Correspondence shall be distributed by mail or electronic mail to the designated contact person. If to City, notification shall be delivered to the Beaches, Parks and Recreation Director; if to Exchange Club, notification shall be delivered to the Board President.
Indemnification. To the fullest extent permitted by law, Exchange Club shall defend (with counsel of City’s choosing), indemnify and hold City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of actions, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in an manner arising, out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Exchange Club, its officials, officers, employees, subcontractors, consultants or agents in connection with the use of the Facility or this Agreement, including without limitations the payment of all damages, expert witness fess and attorney’s fees and other related costs and expenses. Exchange Clubs’ obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Exchange Club, City, its officials, officers, employees, agents or volunteers. This indemnification provision shall survive the termination of this Agreement. [End – signature page follows]
IN WITNESS WHEREOF, the parties to this Agreement through their duly authorized representatives have executed this Agreement on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions as set forth herein. “CITY”
CITY OF SAN CLEMENTE,
a municipal corporation
By:
Its: City Manager
Dated: _______________________, 2023
ATTEST:
City Clerk of the City of
San Clemente, California
APPROVED AS TO FORM:
BEST, BEST, & KREIGER, LLP
City Attorney
“EXCHANGE CLUB”
SAN CLEMENTE EXCHANGE CLUB,
a non-profit foundation
By:
Its:
Dated: _______________________, 2023
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