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DONATION AND INDEMNITY AGREEMENT
1. IDENTIFICATION
THIS AGREEMENT (“Agreement”) is entered into by and between the City of Burbank, a California municipal corporation (“City”), and Burbank Police Foundation (“Donor”), as of this ____ day of __________ 2023.
1.1 City accepts a 25-foot memorial flagpole to honor Officer Matthew Pavelka.
The memorial flagpole is to be installed at Johnny Carson Park described more fully in Section 3 “Donor Obligations” below.
1.2 Donor supports the planning and installation of the memorial flagpole, a donation value at $19,035.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Donor agree as follows:
2. DONATION
Donor intends to donate a memorial flagpole valued at $19,035 to the City for the benefit of the community, to be located within Johnny Carson Park located on Riverside Drive, adjacent to the existing Requiem sculpture.
3. DONOR OBLIGATIONS
3.1 Donor shall be responsible for the design and installation of the memorial flagpole, including all materials, labor, and equipment necessary for such design and installation.
3.2 Donor shall be responsible for all architect ural and structural design fees associated with the creation and installation of the memorial flagpole.
3.3 Donor shall be responsible for obtaining all necessary permits or approvals from the City. The City shall provide reasonable assistance to the Donor in obtaining such permits or approvals.
3.4 Donor agrees to indemnify and hold harmless the City, its officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties"), from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any act or omission of the Donor or any of its agents or employees that result in bodily injury, property damage, or other harm to any third party.
3.5 Donor shall provide City with a certificate of insurance showing that Contractor has current insurance coverage for the installation of the memorial flagpole, including but not limited to general liability insurance and workers' compensation insurance, with limits of liability and coverage satisfactory to City.
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3.6 Condition of the Memorial Flagpole: Donor represents and warrants that the memorial flagpole is in good condition and free from any defects or damage that would affect its value or quality. Donor agrees to provide the City with any documentation related to the memorial flagpole’s provenance, including certificates of authenticity, exhibition history, and appraisals.
3.7 Use and Display of the Memorial Flagpole: Donor acknowledges that the City will have full control over the use and display of the memorial flagpole after installation.
3.8 Conservation and Ma intenance: Donor acknowledges that the City will be responsible for the conservation and maintenance of the memorial flagpole.
Donor agrees to provide the City with any information or guidance necessary for the proper care of the memorial flagpole.
4. CITY OBLIGATIONS
4.1 City shall accept Donor’s donation for the sole purpose of the City’s planning and installation of a Memorial Flagpole as described in Section 3 above and City’s duty to do so will be enforceable as provided by Government Code sections 37354 and 37355.
4.2 City agrees to waive all permit fees associated with the installation of the memorial flagpole on City property.
4.3 City agrees to restore the plaque associated with the memorial flagpole to its original condition or replace it if necessary.
4.4 City agrees to relocate the bench located near the memorial flagpole to a new location mutually agreed upon by Donor and City.
4.5 City will provide ongoing maintenance for the memorial flagpole/ infrastructure.
4.6 City agrees to provide Donor with any reasonable documentation requested by Donor to support its application for a tax deduction for its donation to the City under this Agreement.
5. INDEMNIFICATION OF DONOR BY CITY
If Donor makes the donation specified in Section 3 above, then to the fullest extent permitted by law, City shall defend, indemnify, and hold Donor, its officers, agents, and employees harmless from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person, injury to any property, or any other damage arising from or relating to the memorial flagpole identified in Section 3 above.
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6. NOTICES
Any notices required by this Agreement shall be sent to:
If to City:
City of Burbank
Attn: Parks and Recreation Director
150 North Third Street
Burbank, California 91502
Telephone: (818) 238 -5310
Facsimile: (818) 238-5321
With courtesy copy to:
City of Burbank
City Clerk’s Office
275 East Olive Avenue
Burbank, California 91502
Telephone: (818) 238 -5700
Facsimile: (818) 238-5724
If to Donor:
Burbank Police Foundation
Attention: Michael Hastings
Burbank Police Foundation
PO Box 4069, Burbank, CA 91503
Telephone: (818) 237-9032
7. EXECUTION COUNTERPARTS
This Agreement may be executed in counterparts and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart. Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding, and effective for all purposes.
Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an electronic signature shall be limited to a physical ( “wet ink”) signature placed on a counterpart to this Agreement by a Party and transmitted electronically as described in this Section to the other Party.
8. INTEGRATION
This instrument constitutes the entire Agreement between City and Donor with respect to the Donor’s donation described herein. No other prior oral or written agreements are binding upon the parties. Amendments to this Agreement shall be effective only if made ATTACHMENT 2
in writing and executed on behalf of both the City and Donor.
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TO EFFECTUATE THIS AGREEMENT, the City has caused its duly authorized representative to execute this Agreement on the dates set forth below. Donor makes this contract, if at all, by making the donation specified in Section 3 above on or before May 24, 2023.
"DONOR"
[Burbank Police Foundation]
"CITY"
City of Burbank
Signature Signature
Name (Please Print) Name (Please Print)
Title Title
If Donor is a corporation or LLC, a
second signature is required:
ATTEST:
Office of the City Clerk
Signature
Name (Please Print)
Title Kimberly Clark, City Clerk
Approved as to Form
Burbank City Attorney’s Office
By:
Jill Vander Borght, Senior Assistant City
Attorney