ATTACHMENT 2
ATTACHMENT 2
DONATION AND INDEMNITY
AGREEMENT
IDENTIFICATION
THIS AGREEMENT ("Agreement") is entered into by and between the City of Burbank, a California municipal corporation ("City"), and Burbank Rotary Foundation ("'Donor"), as of this day of 20
1.1 City intends to accept a Rotary Clock Tower to be installed at the Centennial Walkway as described more fully in Section 3 below.
This Agreement expires 20 years from date on which the Agreement is fully executed. On or before six months before the expiration date, the parties agree to meet and confer on the terms of a new Agreement for continued use and maintenance of the Rotary Clock Tower.
NOW, THEREFORE, and in consideration of the mutual covenants and conditions herein contained, City and Donor agree as follows:
2. DONATION
Donor will donate a Rotary Clock Tower valued at fourteen thousand one hundred seventy-eight dollars ($14,178) to the City for the benefit of the community to be housed in Centennial Park located on the corner of Third Street and Palm Avenue.
3. DONOR OBLIGATIONS
3.1 The Donor shall be responsible for the design and partial installation of the Rotary Clock Tower including all materials, labor, and equipment necessary for such design and installation except as described under City obligations below.
3.2 The Donor shall be responsible for all architectural and structural design fees associated with the creation and installation of the Rotary Clock Tower.
3.3 The Donor shall be responsible for obtaining all permits or approvals necessary to effectuate Rotary Clock Tower design and partial installation from the City. The City shall provide reasonable assistance to the Donor in obtaining such permits or approvals.
3.4 The 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.
ATTACHMENT 2
3.5 Donor shall provide City with a certificate of insurance showing that Contractor has current insurance coverage for the installation of the Rotary Clock Tower, including but not limited to general liability insurance and workers' compensation insurance, with limits of liability and coverage satisfactory to City.
3.6 Condition of the Rotary Clock Tower: The Donor represents and warrants that the Rotary Clock Tower once installed is in good condition and free from any defects or damage that would affect its value or quality for the first year from date of installation. The Donor agrees to provide the City with any documentation related to the Rotary Clock Tower provenance, including certificates of authenticity, exhibition history, and appraisals. In addition, Donor agrees to sign and provide the City documentation of proof of adequate installation using the form provided as Exhibit A.
3.7 Use and Display of the Rotary Clock Tower: The Donor acknowledges that the City will have full control over the use and display of the Rotary Clock Tower.
3.8 Conservation and Maintenance: The Donor acknowledges responsibility for all conservation and maintenance of the Rotary Clock Tower for five years starting one year from the date on which Donor certifies date of installation. The Donor agrees to pay the City a lump sum of $4,475 or $895 annually by December 1 for each of the five years beginning one year from the date on which Donor certifies date of installation. The City agrees to pay a Rotary Clock preventative maintenance vendor annually $895 for the first five years starting one year from date of installation for preventative maintenance. The Donor agrees to provide the City with any information or guidance necessary for the proper care of the Rotary Clock Tower.
3.9 Replacement: The Donor acknowledges that Donor is responsible for the replacement and installation of the Rotary Clock Tower for the first six years beginning from the date on which Donor certifies date of installation in the event the Rotary Clock Tower is damaged or unrepairable.
CITY OBLIGATIONS
4.1 City shall accept Donor's donation for the sole purpose of the City's planning and installing a Rotary Clock Tower as described in section 3 above and as provided by Government Code sections 37354 and 37355 and the City's Administrative Procedure V1-12 Contribution of Merchandise or Money to City Departments.
4.2 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.
4.3 Upon Donor's request, City shall recognize Donor in publicity, news releases, printed matter, and other public information regarding the ATTACHMENT 2
Rotary Clock Tower.
4.4 City agrees to waive all permit fees associated with the installation of the Rotary Clock Tower on City property.
4.5 In the event the City determines that Centennial Walkway is no longer an appropriate location for the Rotary Clock Tower, City agrees to relocate the Rotary Clock Tower to a new location mutually agreed upon by Donor and City.
4.6 City agrees to pay for installation costs up to $15,000 associated with electrical, trenching, excavating, backfilling, grading, and landscaping.
4.7 Conservation and Maintenance: The City will be responsible for the conservation, maintenance and repair of the Rotary Clock Tower from years seven to twenty from date of installation up to $2,000 annually.
4.8 Replacement: The City will be responsible for the replacement and installation of the Rotary Clock Tower from years seven to twenty from date of installation in the event the Rotary Clock Tower is damaged or unrepairable. The replacement cost should not exceed $25,000.
5. NOTICES
Any notices required by this Agreement shall be sent to:
If to City: If to Donor:
City of Burbank Burbank Rotary Foundation
Attn: Parks and Recreation Director Attention: Albert Hernandez 150 North Third Street P.O. Box 10036
Burbank, California 91502 Burbank, California 91510
Telephone: (818) 238-5310 Telephone: (747) 200-7350
Facsimile: (818) 238-5321 Facsimile: N/A
With courtesy copy to: Donor's Accounting Firm:
City of Burbank Burbank Rotary
City Attorney Foundation
275 East Olive Avenue P.O. Box 10036
Burbank, California 91502 Burbank, California 91510
Telephone: (818) 238-5700 Telephone: (747) 200-7350
Facsimile: (818) 238-5724 Facsimile: N/A
ATTACHMENT 2
5.0 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.
6.0 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 in writing and executed on behalf of both City and Donor.
ATTACHMENT 2
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. "DONOR" "CITY"
[Burbank Rotary Foundation] 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