Loading...
HomeMy WebLinkAboutSeligman, Susan and Richard; 2017-01-10;NAMING RIGHTS AGREEMENT BElWEEN THE CITY OF CARLSBAD AND SUSAN AND RICHARD SELIGMAN AND FAMILY CARLSBAD CITY LIBRARY THIS NAMING RIGHTS AGREEMENT ("Agreement") is entered into as of the ioth day oh.J2 oWl~, 2011 ("Effective Date"), by and between the City of Carlsbad, a municipal co rat10n ("City") wtth tts pnnctpal place of busmess located at 1200 Carlsbad Village Drive, Carlsbad, CA 92008 and Susan and Richard Seligman and Family ("Seligman Family") with its principal address as 574 Black Bear Road NE, Albuquerque, New Mexico 87122. RECITALS A. City of Carlsbad Council Policy 48 provides an opportunity to name parks, municipal facilities, and amenities within those facilities, including a procedure and criteria. B. City desires to offer naming rights specific to designated areas of Dove Library as authorized by the Carlsbad City Council on February 9, 2016. C. City owns all the intellectual property rights associated with the naming of all or designated areas within any City park and municipal facility, including the Carlsbad City Library, located at 1775 Dove Lane, Carlsbad, CA ("Dove Library"). D. Seligman Family has proposed the naming of an area at Dove Library authorized by Carlsbad City Council for naming rights. E. On June 7, 2016, Carlsbad City Council reviewed the proposal and found it consistent with the criteria identified in the Council Policy. F. Seligman Family now wishes to name the area, designated as the Courtyard Treescape, "In Loving Memory of Dona Z. and Melvin M. Meilach." NOW THEREFORE, in consideration of the mutual promises, terms and conditions set forth below, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The above recitals are true, correct, and incorporated herein. 2. Exclusive Right to Post. a. The naming opportunity authorized by Carlsbad City Council is the area designated as the Courtyard Treescape, as further detailed in the attached Exhibit A. b. The City hereby grants Seligman Family the exclusive right to post and display one sign that names the Courtyard Treescape area "In Loving Memory of Dona Z. and Melvin M. Meilach." c. The sign shall face the entrance into the courtyard. d. The sign may not be illuminated without the written consent of the City. 1 3. Maintenance, Repairs, and Replacement. a. The City shall, at its sole expense, maintain the posted sign and be responsible for all repairs or replacement required by vandalism or theft. 4. Term of Agreement. a. The term of this naming Agreement shall commence on the Effective Date and shall continue for either: (1) the life of the building in its currently specified use as the Dove Library or (2) the Dove Library is replaced, substantially renovated, or developed for another use; whichever is earlier. b. Upon expiration of this Agreement, the sign shall be removed by the City. 5. Naming Fee. a. A one-time naming gift of Fifteen Thousand dollars ($15,000) will be paid in two installments as follows: i. First installment of $6,000 on the Effective Date of this Agreement ii. Second installment of $9,000 within 45 days of completion of courtyard treescape improvements. Payment will be made by Seligman Family to the Carlsbad Library & Arts Foundation in exchange for this naming, which shall be directed to City and used to offset costs associated with improvements in the courtyard of the Dove Library. 6. Assignment. This Agreement may not be assigned or otherwise transferred by either party hereto. 7. Modification. No change, alteration, modification, or addition to this Agreement will be effective unless it is in writing and properly signed by both parties. 8. Representatives and Notices. The City and the Seligman Family shall each designate a person who has the authority and responsibility for administering this Agreement. All notices regarding the performance or interpretation of this Agreement shall be served on such person at the following addresses: City's Representative: Library & Cultural Arts Director Its Address: 1n5 Dove Lane, Carlsbad, CA 92011 2 Phone No.: (760) 602-2011 Seligman Family: 574 Black Bear Road NE Albuquerque, New Mexico 87122 Phone No.: 0-0"0:J-?5'tl:r·6 <;j'C) f- 9. Indemnification. (Reserved) 10. Governing Law. The existence, validity, construction, and enforcement of this Agreement shall be governed in all respects by the laws of the State of California. 11. Mediation Clause. If a dispute arises from or relates to this Agreement or the breach thereof and if the dispute cannot be resolved through direct discussions, the parties agree to endeavor first to settle the dispute in an amicable manner by mediation administered by a mediator under the American Arbitration Association's. The mediator may be selected by agreement of the parties or through the American Arbitration Association. All fees and expenses for mediation shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence. If the dispute is not resolved after mediation, the parties may seek remedies available to them at law. 12. Venue, Applicable Law and Personal Jurisdiction. All questions related to this Agreement shall be resolved under the laws of the State of California. In the event that either party deems it necessary to institute legal action arising from this Agreement, such action shall be instituted in the Superior Court of the State of California, County of San Diego. The parties each consent to the personal jurisdiction of such court. Except as otherwise provided by law, it is expressly understood that neither party can institute any legal action against the other based on this Agreement until the parties have exhausted the mediation procedures required by the previous paragraph. 13. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competitive jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as a result of such decision. 3 14. Waiver. The waiver by either party of any breach of any term, condition, or provision of the Agreement shall not be deemed a waiver of such term, condition, or provision or any subsequent breach of the same or any condition or provision of this Agreement. 15. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 16. Vested rights. No vested rights shall be conferred or received by the Seligman Family, any individual or entity as a result of this Agreement. 17. Entire agreement. This Agreement, together with any other written document referred to or contemplated by it, along with the naming rights gift for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. All referenced Exhibits that are attached to this Agreement are incorporated herein. 18. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Seligman Family each represent and warrant that they have the legal power, right and actual authority to bind Seligman Family to the terms and conditions of this Agreement. (Signature Page Follows) 4 19. Counterparts. The parties agree that this agreement may be executed in parts where the sum of the parts equals a whole and that a photocopy or facsimile signature shall be deemed an original. Seligman Family Dated: /~ -~ 7 -t>2-c' 1(, k-:~~ Susan Seligman' RichJ;;;d~ City of Carlsbad, a municipal corporation ATTEST: UaxoruwA111JIL~ Barbara Engleson City Clerk APPROVED AS TO FORM: 5