Donation of Gymnastics Equipment 1
AGREEMENT FOR DONATION OF GYMNASTICS EQUIPMENT
This Agreement is entered into on the latest date of execution shown on the signature
page ("Effective Date") by and between the City of Salina, Kansas ("City"), and X-Treme
Gymnastics Booster Club, a Kansas not-for-profit corporation ("Club").
Recitals
A. The City owns the gymnastics equipment described in Exhibit A attached hereto
(the "Equipment"), which was previously used by the City for gymnastics programming
activities administered through the City's parks and recreation department.
B. The City no longer offers gymnastics programming activities and the Equipment
is not being used by the City.
C. The Club operates, manages, and provides financial assistance for youth
gymnastics programs within the City of Salina, and the Club previously used the Equipment by
virtue of its association with the City's former gymnastics programming activities.
D. The Club has requested the City to donate the Equipment to the Club, so as to
relieve the City of the ongoing ownership responsibilities for the Equipment and enable the Club
to own and use the Equipment in connection with, among other things, the Club's entry-level
youth gymnastics programming activities to be maintained at a new location within the City of
Salina.
E. The City recognizes that the Club's youth gymnastics programming activities,
made possible by the City's donation of the Equipment, will serve the valuable public interest of
encouraging youth exercise and physical activity within the City of Salina.
The parties, in consideration of the mutual promises set forth in this Agreement, agree
and covenant:
1. Donation and Acceptance. Subject to the terms and conditions of this
Agreement, the City hereby donates, conveys, and transfers the Equipment to the Club, and the
Club hereby acknowledges receipt and acceptance of the Equipment from the City.
2. Removal of Equipment. At a mutually acceptable time and date, but not later
than 30 days after the Effective Date of this Agreement, the Club will, at the Club's sole cost,
expense and risk, remove the Equipment from Memorial Hall, 410 W. Ash St., Salina, Kansas.
3. Club's Programming Commitment and Fees; Reconvevance of Equipment.
3.1. Programming and Fees. In consideration of the City's donation of the
Equipment and ongoing promotion of the program, the Club covenants and agrees to: (i)
establish and maintain entry-level youth gymnastics programs that are affordably-priced and
accessible to Salina youth desiring to participate in gymnastics programming activities; and (ii)
in connection with the establishment of, and any future adjustments to, all rates, fees, and dues
associated with participation in any entry-level youth gymnastics programs for which the Club is
directly or indirectly involved: (a) consult and confer with the City's director of parks and
r a
recreation and (b) adhere to the City's cost recovery policies and practices which typically
include a nominal annual increase of 2% to 3% with annual increases in excess of 10% requiring
city commission approval. The Club acknowledges and agrees that the City's willingness to
donate the Equipment and provide ongoing promotion of the program is expressly conditioned
upon, and has been induced by, the foregoing covenants and agreements of the Club. The Club's
obligations under this Section 3 shall expire and terminate on the date that is five (5) calendar
years after the Effective Date of this Agreement.
3.2. Potential Reconveyance to City. If the Club fails to comply with the
covenants and agreements set forth in Section 3.1 within ten (10) days after written notice to
comply has been delivered by the City to the Club, then, in addition to any other available
remedy at law or in equity, the City may, in its sole and absolute discretion, require the Club to
reconvey all or any portion of the Equipment to the City, and the Club shall reconvey such
Equipment and deliver possession of the Equipment to the City, as directed in writing by the
City.
4. Disclaimer of Warranties. The Equipment is conveyed to the Club on an "as is"
basis, and the City makes no warranties, express or implied, whether of title, merchantability, or
fitness for any particular purpose or use or otherwise, on the Equipment.
5. Waiver of Liability. Under no circumstances will the City be liable to the Club
or any other person or entity for any direct, indirect, incidental, special, or consequential
damages arising out of or related to this Agreement or the Equipment.
6. Indemnification. To the fullest extent permitted by law, the Club shall defend,
indemnify and hold harmless the City, its agents, representatives, officers, officials and
employees from and against all claims, damages, losses and expenses (including but not limited
to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury
to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent
that such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have
resulted from the Equipment or the performance of this Agreement.
7. Notices. All notices required or permitted to be given pursuant to this Agreement
shall be in writing and delivered personally or sent by registered or certified mail, return receipt
requested, or by generally recognized, prepaid, commercial courier or overnight air courier
service. Notice shall be considered given when received on the date appearing on the return receipt,
but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by
registered or certified mail or commercial courier service; or the next business day, if sent by
overnight air courier service. Notices shall be addressed as appears below for each party, provided
that if any party gives notice of a change of name or address, notices to the giver of that notice shall
thereafter be given as demanded in that notice. -
CITY: City Clerk
Attn: City Manager
P.O. Box 736
Salina, KS 67402-0736
CONTRACTOR: X-Trerne Gymnastics Booster Club
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A •
Attn: President .
637 E. Wilson St. •
Salina, KS 67401
8. Non-Assignable. Due to the unique qualifications and capabilities of the Club,
neither the rights nor responsibilities provided for under this Agreement shall be assignable by
either party, either in whole or in part.
9. Relationship. No agency, employment,joint venture, or partnership is created by
this Agreement or between the parties hereto, and neither party shall hold the right, power, or
authority to bind the other or to act for the other in any matter.
10. Authority and Consent to Transaction. Each party represents to the other that
the person executing this Agreement has full and legal authority to bind such party to the terms
of this Agreement, and that the execution and delivery of this Agreement have been duly and
validly authorized by the governing body of each party.
11. Persons Bound. This Agreement shall extend to and bind the heirs, executors,
administrators, trustees, successors and authorized assigns of the parties hereto.
12. Amendments. Neither this Agreement nor any of its terms may be changed or
modified, waived, or terminated except by an instrument in writing sigmed by an authorized
representative of the party against whom the enforcement of the change, waiver, or termination is
sought.
13. Merger Clause. These terms are intended by the parties as a complete, conclusive
and final expression of all the conditions of their Agreement. No other promises, statements,
warranties, agreements or understandings, oral or written, made before or at the signing thereof,
shall be binding unless in writing and signed by all parties and attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives.
CITY OF S'ALIINA, KANSAS
By: RA--4W 9, j t Date: April q 2019
Trent W. Davis, M.D., Mayor
Attest: S1GGKLt:i:idI.QX.o Date: Apria. 2019
Shandi Wicks, CMC, City Clerk
Form: 4)
Le ounsel /
X-TREME GYMNAST S BOOSTER CLUB
By: a n ., 4 taa. Date: Aprile019
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Titer- suite (title)
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