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CC RES 2007-122 RESOLUTION NO. 2007-122 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES ESTABLISHING A RESTRICTED SPECIAL REVENUE FUND TO ACCEPT AND DESIGNATE DONATIONS TO THE CITY FROM DR. ALLEN AND CHARLOTTE GINSBURG, TO AUTHORIZE A DONOR RECOGNITION SITE AT THE PARK OVERLOOKING TRUMP NATIONAL AT THE CORNER OF PALOS VERDES DRIVE SOUTH AND OCEAN TRAILS DRIVE, AND TO APPROVE THE ATTACHED DONATION AGREEMENT. WHEREAS, the City Council of the City of Rancho Palos Verdes, owns a park within its boundaries that is located at the corner of Palos Verdes Drive South and Ocean Trails Drive, which overlooks the Pacific Ocean and the Trump National Golf Course; and WHEREAS, the Ginsburgs desire to donate the sum of$500,000 to the City to be used by the City toward either the construction of a building at the City's Upper Point Vicente Civic Center site that is to be used for dancing and other cultural activities, or for the purchase of open space within the City for habitat conservation and passive recreational purposes; and WHEREAS, the Ginsburgs also desire to donate a sculpture to the City, which will be located in the park, to beautify the park and to provide a focal point for reflection and contemplation of the beauty of the ocean and the surrounding area; and NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES DOES HEREBY RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS; Section 1. The City Council hereby establishes a restricted Special Revenue Fund to accept and designate donations to the City from Dr. Allen and Charlotte Ginsburg. Section 2. The City Council authorizes a donor recognition site at the park overlooking Trump National at the corner of Palos Verdes Drive South and Ocean Trails Drive as set forth in the agreement attached hereto as Exhibit "A" and incorporated herein by reference. Section 3. The City Council hereby approves the acceptance of the donation and authorizes the Mayor to execute this Agreement after the provisions of the agreement have been finally negotiated by the Ginsburgs and the City and reviewed and approved by the City Attorne . PASSED, APPROVED, AND ADOPTED this 20th day of Novemb: 2017. Mayo Attest: City Clerk State of California ) County of Los Angeles ) ss City of Rancho Palos Verdes ) I, Carla Morreale, City Clerk of the City of Rancho Palos Verdes, hereby certify that the above Resolution No. 2007-122 was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on November 20, 2007. cAtt City Clerk AGREEMENT BETWEEN ALLEN AND CHARLOTTE GINSBURG AND THE CITY OF RANCHO PALOS VERDES REGARDING A DONATION FROM THE GINSBURGS TO THE CITY. THIS AGREEMENT is entered into this 20th day of November, 2007,by and between the City of Rancho Palos Verdes, a municipal corporation("City"),and Allen and Charlotte Ginsburg ("Ginsburgs"or"Donors"), hereinafter referred to collectively as"the Parties". RECITALS WHEREAS, City is a governmental entity that is entitled to receive charitable donations for public purposes pursuant to Section 17(c)(1)of the Internal Revenue Code of 1986, as amended. WHEREAS, City owns a park within its boundaries that is located at the corner of Palos Verdes Drive South and Ocean Trails Drive,which overlooks the Pacific Ocean and the Trump National Golf Course ("Park"); and WHEREAS, the Ginsburgs desire to donate the sum of$500,000 to the City to be used by City toward either the construction of a building at City's Upper Point Vicente Civic Center site that is to be used for dancing and other cultural activities, or for the purchase of open space within the City for habitat conservation and passive recreational purposes; and WHEREAS,the Ginsburgs also desire to donate a sculpture to the City,which will be located in the Park,to beautify the Park and to provide a focal point for reflection and contemplation of the beauty of the ocean and the surrounding area; and WHEREAS,on November 20, 2007,the City Council of City approved the acceptance of the donation and authorized the Mayor of City to execute this Agreement after the provisions hereof have been finally negotiated by the Parties and reviewed and approved by the City Attorney; NOW THEREFORE, the Parties agree as follows: Section 1. Donation. On or before December 31, 2007, the Ginsburgs shall donate the sum of$500,000 to the City("donation"). Resolution No.2007-122 Exhibit A Page 1 of 5 Section 2. City Use of Donation. City shall place the donation into a special restricted City fund,which shall be deposited and held by City in the same manner that it holds its other City funds. City may use the donation only towards either: (1)the construction of a building at City's Upper Point Vicente Civic Center site,which is to be used for dancing and other cultural activities,or(2)the purchase of open space within the City for habitat conservation and passive recreational purposes. City may not use the donation for any other purposes. Section 3. Consideration For Donation. As further consideration for the donation, City shall allow the Ginsburgs to place within the Park a brass sculpture depicting dolphins or other marine life,which shall be selected by Charlotte Ginsburg. City shall allow the sculpture to remain at the Park for a minimum period of thirty-five years. The sculpture shall not exceed a maximum height of nine feet, including the base. City also shall allow the Ginsburgs to place a bench or similar amenity at the Park to enhance the public's opportunity to view and enjoy the sculpture and reflect upon its beauty and the beauty of the Pacific Ocean and a plaque of the Ginsburgs' choosing commemorating the donation. City's staff will work with the Ginsburgs in determining the exact location where the sculpture, the plaque and the bench(collectively referred to as"the Improvements")will be placed at the Park. The Improvements shall be installed at the Park by March 30, 2008. City shall use$25,000 of the donation towards the design,construction and installation of the Improvements at the Park. Following the installation of the Improvements,City shall be responsible for their continued maintenance to ensure that they are maintained in the Park in a satisfactory manner. Section 4. Approval by Donors of Additional Improvements at the Park. For so long as the sculpture remains at the Park and either of the Ginsburgs are living, City shall provide either or both of them with a thirty-day period of time to review and approve any plans for any other structure,work of art or other amenity that is proposed to be constructed above-ground at the Park to determine whether such proposal would be compatible with the Improvements. If the Ginsburgs object to the proposed plan, it shall not be constructed at the Park. However, if they do not object to the proposed plan within the thirty-day review period,the City may proceed with the proposed project. Section 5. No Further City Obligation. Should Donors fail to make the donation contemplated in Section 1 of this Agreement,this Agreement will be null and void, and City will be under no obligation to honor the Donors' request to place the improvements in the Park. Resolution No.2007-122 Exhibit A Page 2 of 5 Section 6. Default and Remedies. If City breaches its obligations under this Agreement, Donors' sole remedy will be to sue for specific performance to enforce the terms of this Agreement. Section 7. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns;provided, however, that City may, without the consent of Donors, hire or use a third party to install or maintain the Improvements (the"Contractor"), and in such capacity Contractor shall have all of the obligations of City hereunder. Section 8. Further Assurances. The Parties shall promptly take such actions as may be reasonably necessary to evidence and perform all of the obligations and rights granted or created in this Agreement. Section 9. Attorneys' Fees. In the event of any dispute involving the enforcement of any provision of this Agreement,the prevailing party shall be entitled to recover from the other such attorneys' fees and costs as are actually incurred. Section 10. Waiver. The waiver of a breach of, or default under,any provision of this Agreement shall not operate,or be construed, as a waiver of any subsequent breach or default. Section 11. Integration. This Agreement represents the entire agreement and understanding of the Parties with respect to the subject matter hereof. It may not be modified except by a writing signed by City and Donors, or their respective successors or assigns. Section 12. Choice of Law. This Agreement has been made in, and its validity, performance and effect shall be determined in accordance with the laws of,the State of California. Section 13. Headings. The headings of sections in this Agreement are for convenience only;they form no part of this Agreement and shall not affect its interpretation. Section 14.Notice. Any notice,request,direction, demand, consent,waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a)in person,(b)by certified mail,postage prepaid, return receipt requested, (c)by facsimile,or(d)by a commercial overnight courier that Resolution No.2007-122 Exhibit A Page 3 of 5 guarantees next day delivery and provides a receipt, and addressed to the Parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: If to Donors: Allen and Charlotte Ginsburg Rancho Palos Verdes, California 90275 Facsimile: With a copy to: If to City: City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attention: City Manager Facsimile: With a copy to: Richards,Watson&Gershon 355 South Grand Avenue,40th Floor Los Angeles, California 90071 Attention: Carol W. Lynch, City Attorney Facsimile: (213) 626-0078 Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery(whether accepted or refused)as evidenced by confirmed answerback if by facsimile(provided that if any notice or other communication to be delivered by facsimile is unable to be transmitted because of a problem affecting the receiving party's facsimile machine,the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided,however,that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non business day, then such notice or demand so made shall be deemed effective on the first business day following the day of actual delivery. No communications via electronic mail shall be effective to Resolution No.2007-122 Exhibit A Page 4of5 give any notice,request, direction, demand,consent,waiver, approval or other communications hereunder. ENTERED INTO this 20th day of November, 2007. DR. ALLEN G SBURG t),- I t CHARLOTTE GINS BURG AZ&/ CITY OF RANCHO PALOS VERDES By: AQ � ca. Mayor ATTEST: City Clerk Resolution No.2007-122 Exhibit A Page 5 of 5