PARTNERSHIP AGREEMENT
FOR HAWAIIAN SURF CLUB OF SAN ONOFRE
THIS PARTNERSHIP AGREEMENT (“Agreement”) is entered into this ____ day of _____________, 2024 (the “Effective Date”), by and between the CITY OF SAN CLEMENTE, a municipal corporation (“City”) and HAWAIIAN SURF CLUB OF SAN ONOFRE, a California not-for-profit corporation (the “Surf Club”).
R E C I T A L S:
WHEREAS, the City desires to encourage and promote activities that provide cultural and recreational benefits by partnering with local not-for-profit organizations; and WHEREAS, the Hawaiian Surf Club of San Onofre (the “Surf Club”) is a not-for-profit 501(c)(3) organization and has hosted its annual Polynesian Festival and Luau at the Community Center for over 30 years; and WHEREAS, the event was established as an opportunity “to perpetuate the spirit of Hawai’i” while contributing to the Surfing Heritage and Cultural Center and the Surfrider Foundation.
C O V E N A N T S:
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 Surf Club hereby agree as follows:
Purpose. The purpose of this Agreement is to establish the terms and conditions under which the Surf Club will host the Polynesian Festival and Luau (the “Event”) annually. The Surf Club will utilize the Community Center, located at 100 N. Calle Seville, San Clemente, CA 92672 for the Event.
Term. The term of this Agreement shall be three (3) years plus one (1) possible two-year extension from the Effective Date, which shall be the date that the City Manager executes this Agreement. Extensions shall be executed conjointly without lapse should both parties mutually agree to continue the Agreement.
This Agreement may be terminated, without cause, by either party upon thirty (30) days written notice, which notice shall be delivered by email and by certified mail to the address listed below.
Responsibilities of Surf Club. The Surf Club shall be responsible for the following components of the activity:
Schedule of activities. Surf Club shall submit a Special Event Permit Application, annually, to the Beaches, Parks and Recreation Department to reserve the facilities required to host the Event; Duties. Surf Club shall abide by all established rental policies and shall inform its volunteers, agents, and participants of all policies and require compliance therewith; and Equipment. Surf Club shall provide its volunteers and participants with any necessary equipment to organize all components of the Event. Equipment may include, but is not limited to, sound systems, staging, tables, chairs, tents, dance floors, and linens.
Compliance with Laws. Surf Club shall comply with all applicable federal, state and local laws and inform and require that its volunteers, agents, and participants do the same.
Responsibilities of CITY. The City shall be responsible for the following components of the activity:
Waive all fees associated with the rental of the Community Center Grounds and Ole Hanson Fireside Room, not to exceed $2,175 annually.
General Provisions.
Amendments. Either party may request changes to this Agreement. Any changes, modifications, revisions or amendments to this Agreement which 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.
Insurance. Prior to the execution of this Agreement, and as a condition to the effectiveness hereof, Surf Club shall submit certificates and endorsements to City indicating compliance with the following minimum insurance requirements, and Surf Club shall maintain such insurance in effect during the entire term of this Agreement.
Commercial General Liability with minimum combined liability limits of One Million Dollars ($1,000,000) per occurrence for all covered losses. Any deductible or self-insured retention in excess of Five Thousand Dollars ($5,000) shall be declared to the City and requires the prior approval of the City’s Risk Manager.
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 in the County of Orange shall have jurisdiction over any action arising out of this Agreement and over the parties and any such action shall be venued there. Surf Club waives any rights that it may have under California Code of Civil Procedure section 394.
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.
Severability. Should any portion of this Agreement be judicially determined to be illegal or unenforceable, the remainder of the Agreement shall continue in full force and effect, and either party may renegotiate the terms affected by the severance.
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. All notices under this Agreement shall be effective upon personal delivery, via facsimile so long as the sender receives confirmation of successful transmission from the sending machine, or three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing, with a copy by email:
If to City:
City of San Clemente
100 N Calle Seville
San Clemente, CA 92672
Attention: City Clerk and Beaches, Parks & Recreation Director email: [email protected]
If to Surf Club:
Hawaiian Surf Club of San Onofre
134 W. Avenida San Antonio
San Clemente, CA 92672
ATTN: Kim Bryant
email:
Counterparts/Electronic Signatures. This Agreement may be executed in any number of counterparts, which together shall form one complete original agreement. This Agreement may be executed electronically with the same force and effect as original ink signatures.
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 with this Agreement effective on the date first written above. “CITY”
CITY OF SAN CLEMENTE,
a municipal corporation
By:
Andy Hall, City Manager
Dated: _____________________, 2024
ATTEST:
City Clerk of the City of
San Clemente, California
APPROVED AS TO FORM:
Elizabeth A. Mitchell, City Attorney
“SURF CLUB”
HAWAIIAN SURF CLUB OF SAN ONOFRE,
a non-profit foundation
By:
Kim Bryant, Chief Financial Officer
Dated: ______________________, 2024
By:
Glenn Alapag, Chief Executive Officer
Dated: ______________________, 2024
-2-
1 ATTACHMENT 4
ATTACHMENT 2