HomeMy WebLinkAboutEdinger Medical Group - 2016-03-07Dept ID CS 16-003 Page 7 of 2
Meeting Date 3/7/2016
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 3/7/2016
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A Wilson, City Manager
PREPARED BY: Janeen Laudenback, Director of Community Services
SUBJECT: Approve and authorize execution of a Memorandum of Understanding (MOU)
between the City of Huntington Beach and Edinger Medical Group to
memorialize naming opportunities for the new Senior Center in Central Park,
and, authorize receipt and appropriation of funds
Statement of Issue
Edinger Medical Group and the City of Huntington Beach, wish to memorialize the partnership
between the two entities and outline the structure for the naming of two classrooms, "Edinger
Medical Group — Room 1" and "Edinger Medical Group — Room 2" in the new "Senior Center in
Central Park." Funds received for this naming opportunity will be used for the provision of
Recreation and Human Service programs and services to enhance the quality of life for Huntington
Beach residents
Financial Impact -
Accept a one-time donation of $50,000 from Edinger Medical Group to for Recreation and Human
Service programs for the residents of Huntington Beach.
Recommended Action
A) Approve the "Memorandum of Understanding Between the City of Huntington Beach and
Edinger Medical Group," including a $50,000 contribution for the naming of two classrooms,
"Edinger Medical Group — Room 1" and "Edinger Medical Group — Room 2" in the new Senior
Center in Central Park, and authorize the Mayor, City Clerk, and City Manager to execute any and
all documents related to this transaction, and,
B) Authorize the receipt and appropriation of $50,000, to be paid from Edinger Medical Group into
Donations Fund 103, business unit 10345409 as approved by the Director of Community Services
Alternative Action(s)
Do not approve the Memorandum of Understanding with Edinger Medical Group and direct staff
accordingly
Analysis
The City has been in the process of building a new senior center in Huntington Central Park for
many years The Senior Center will offer much needed space for classes and activities to
accommodate the growing number of aging adults in Huntington Beach To that end, Edinger
Medical Group wishes to partner with the City of Huntington Beach in an effort to continue its
commitment to the community by naming two classrooms, with the funding to be used by the City of
Huntington Beach to expand the level of programs, services, and facilities available at the new
Senior Center in Central Park
a -293- Item 13. - 1
Dept ID CS 16-003 Page 2 of 2
Meeting Date 3/7/2016
Edinger Medical Group would like to contribute $50,000 towards programming at the new Senior
Center in Central Park This contribution would meet the need for additional project funding in
exchange for certain naming rights of two classrooms and recognition on the founding donor board
This MOU would memorialize and legally bind the City and Edinger Medical Group with regards to
its one-time $50,000 contribution to the new Senior Center in Central Park The MOU provides
Edinger Medical Group certain "naming rights" to the two classrooms area within the building,
including the City utilizing the room names in certain City marketing materials whenever possible
Environmental Status
Not applicable
Strategic Plan Goal
Improve quality of life
Attachments)
1 Memorandum Of Understanding Between the City of Huntington Beach and Edinger Medical
Group
Item 13. - 2 xB -294-
MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF HUNTINGTON BEACH
AND EDINGER MEDICAL GROUP
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into on
/D C# Q ;7, 2016, by and between the CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California (hereinafter referred to as "City"), and
EDINGER MEDICAL GROUP, a California corporation (hereinafter referred to as "Edinger
Medical").
WHEREAS, City and Edinger Medical are committed to the provision of programs and
services to seniors through the city's Senior Services Programs, and
WHEREAS, City wishes to build and operate the new "Senior Center in Central Park" to
enhance life in Huntington Beach through the provision of services to seniors; and
WHEREAS, Edinger Medical wishes to further their commitment to the citizens of
Huntington Beach by supporting programs and services offered to meet the needs of the
community, and
WHEREAS, Edinger Medical wishes to enter into an agreement with City to advance
their level of support to the Huntington Beach community, and
NOW, THEREFORE, Edinger Medical and the City of Huntington Beach agree as
follows
SECTION 1. TERM
This MOU will become effective on the date it is approved by the City Council of the
City Either party may terminate agreement by providing 120 days written notice to the other
party
15-5044/129784 1
SECTION 2. OBLIGATIONS OF CITY
Upon receipt of the donated funds set forth in Section 3, the obligations of City pursuant to this
Agreement shall be as follows•
• Classroom 1 in the Senior Center in Central Park shall be permanently named, in
perpetuity, "Edinger Medical Group - Room 1," or another name mutually agreed
upon by both parties, with signage identifying as such.
• Classroom 2 in the Senior Center in Central Park shall be permanently named, in
perpetuity, "Edinger Medical Group - Room 2," or another name mutually agreed
upon by both parties, with signage identifying as such.
• When referring to usage of these classrooms, whether in print or electronic media, the
names of these two classrooms ("Edinger Medical Group — Room 1, Edinger Medical
Group — Room 2") will be utilized whenever possible For example, a schedule of
events might list a particular class, taking place at a particular time, in "Edinger
Medical Group —Room 1"
• Acknowledgement at a City Council meeting via a Council Commendation to
Edinger Medical for their commitment to Senior Services
• Provision of permanent recognition on founding donor board within the Senior Center
in Central Park
15-5044/129784 2
SECTION 3 OBLIGATIONS OF EDINGER MEDICAL
Edinger Medical shall provide City with the following;
• Within ninety (90) days of the Effective Date, a one-time donation of Fifty Thousand
Dollars ($50,000) to the City of Huntington Beach for Senior Services
SECTION 4. ACCESS TO CITY MARKS AND LOGOS
Edinger Medical shall have the right to use the official Huntington Beach City logo,
surfboard logo, and City's "Surf City Huntington Beach" trademark with the prior written
approval of City's Director of Community Services before using any of these logos or trademark,
which approval shall be at the sole discretion of the Director Note. The surfboard logo is not
the property of the City. Neither logo will be used by Edinger Medical for commercial purposes
SECTION 5 ASSIGNING AS BREACH
Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or
interest in this MOU, without the express written consent of the other party. A consent by a
party to one assignment or transfer to another person shall not be deemed to be a consent to any
subsequent assignment or transfer to another person. Any encumbrance, assignment or transfer,
without the prior written consent of the other party, whether it be voluntary or involuntary, by
operation of law or otherwise, is void and shall, at the option of the other party, terminate this
MOU
SECTION 6 TERMS BINDING ON SUCCESSORS
All the terms, covenants and conditions of this MOU shall inure to the benefit of and be
binding upon the parties and their successors and assigns. The provisions of this Section shall
not be deemed as a waiver of any of the conditions against assignment hereinbefore set forth
15-5044/129784 3
SECTION 7 CONFLICT OF INTEREST
Edinger Medical shall employ no City official nor any regular City employee in the work
performed pursuant to this MOU. No officer or employee of City shall have any financial
interest in this MOU in violation of the applicable provisions of the California Government
Code
SECTION 8 PHOTOGRAPHY
City may grant permits to persons engaged in the production of still and motion pictures,
television programs, advertising and related activities, to take photographs and/or motion
pictures of Senior Services Programs.
SECTION 9 NONDISCLOSURES/PRESS RELEASES
Edinger Medical shall consult with City prior to issuing any press releases or otherwise
making any public statements with respect to this MOU, the transactions contemplated herem, or
matters ansmg herefrom
SECTION 10 CUMULATIVE REMEDIES
The remedies given to the parties in this MOU shall not be exclusive but shall be
cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere
provided in this MOU
SECTION I I WAIVER OF BREACH
The waiver by City of any breach by Edinger Medical of any of the provisions of this
MOU, irrespective of the length of time for which such failure continues, shall not constitute a
waiver of such breach or a waiver of any subsequent breach by Edinger Medical either of the
same or another provision of this MOU.
15-5044/129784 4
SECTION 12 FORCE MAJEURE — UNAVOIDABLE DELAYS
Should the performance of any act required by this MOU to be performed by either City
or Edinger Medical be prevented or delayed by reason of an act of God, strike, lockout, labor
troubles, inability to secure materials, restrictive governmental laws or regulations, or any other
cause (except financial inability) not the fault of the party required to perform the act, the time
for performance of the act will be extended for a period equivalent to the period of delay and
performance of the act during the period of delay will be excused.
SECTION 13 NOTICE
Any written notice, given under the terms of this MOU, shall be either delivered personally
or mailed, certified mail, postage prepaid, addressed to the parry concerned, as follows
City
Director of Community Services
City of Huntington Beach
2000 Main Street, P O. Box 190
Huntington Beach, CA 92648-2702
Phone (714) 536-5292
Edinger Medical
Edinger Medical Group
9900 Talbert Avenue, Suite 204
Fountain Valley, CA 92708-5153
Phone (714) 965-2553
If a party desires to change the address for notices set forth herein, said party will provide
30 days advance written notice to the other party of any such change
SECTION 14 ATTORNEY' S FEES
In the event suit is brought by either party to enforce the terms and provisions of this
MOU or to secure the performance hereof, each party shall bear its own attorney's fees The
prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party
SECTION 15 CONTROLLING LAW AND VENUE
The rights and liabilities of the parties, and the interpretation and construction of this MOU,
shall be determined in accordance with the laws of the State of California Any controversy arising
15-5044/129784 5
out of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in
Orange County, California
SECTION 16 SECTION TITLES
The section titles in this MOU are inserted only as a matter of convemence and for
reference, and in no way define, limit or describe the scope of intent of this MOU or in any way
affect this MOU
SECTION 17. TIME OF ESSENCE
Time is of the essence with respect to all provisions of this MOU in which a definite time
for performance is specified including, but not limited to, the expiration of this MOU
SECTION 18 SURVIVAL OF INDEMNITIES
Termination of this MOU shall not affect the right of the parties to enforce any and all
indemmuties given or made by Edinger Medical under this MOU, nor shall it affect any provision of
this MOU that expressly states that the provision shall survive termination thereof
SECTION 19 NONLIABILITY OF CITY OFFICIAL, EMPLOYEES OR AGENTS
No elective or appointed City or City affiliated board, commission or member thereof, or
officer, official, employee or agent of City shall be personally liable to Edinger Medical its
successors and assigns, of any default or breach by City under this MOU or for any amount which
may become due to Edinger Medical, its successors and assigns, under this MOU, or for any
obligation of City under this MOU.
SECTION 20 MOU IN WRITING
This MOU contains and embraces the entire agreement between the parties hereto and
neither it nor any part of it may be changed, altered, modified, limited or extended orally or by any
15-5044/129784 6
other agreement between the parties unless such agreement be expressed in writing, signed and
acknowledged by City and Edinger Medical, or their successors in interest.
SECTION 21. PARTIAL INVALIDITY
Should any provision of tlus MOU be held by a court of competent jurisdiction to be either
invalid, void, or unenforceable, the remaining provisions of this MOU shall remain in full force and
effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not
materially impaired.
SECTION 22. ENTIRETY
The foregoing sets forth the entire agreement between the parties
15-5044/129784 7
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by and
through their authorized officers the day, month and year first above written.
EDINGER MEDICAL GROUP, a California
pnnt name
ITS
REVIE D AND APPROVED
a I
I/CG Panager
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California:
•
ATTEST
APPROVED AS T ORM:
City Attorney Ip\ko
INITIATED AND APPROVED:
4DC�
/ 1 erector of Community Services
15-5044/129784
City of Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
Office of the City Clerk
Joan L, Flynn, City Clerk
March 9, 2016
Edinger Medical Group
9900 Talbert Ave , Ste 204
Fountain Valley, CA 92708-5153
To Whom It May Concern
Enclosed for your records is a duplicate original of the "Memorandum of Understanding
Between the City of Huntington Beach and Edinger Medical Group"
Sincerely,
Joan L Flynn
City Clerk
J F pe
Enclosure
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