ATTACHMENT 2
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 Leadership Burbank (“Donor”), as of this ____ day of __________, 20__.
1.1 City intends to accept a donation of an installation of a new concrete play yard, fenced dog run, a donor wall, and turtle pond renovations at the Burbank Animal Shelter as described more fully in Section 3 below.
NOW, THEREFORE, and in consideration of the mutual covenants and conditions herein contained, City and Donor agree as follows:
2. DONATION
Donor will donate and install a new concrete play yard, a fenced dog run, a donor wall, and turtle pond renovations at the Burbank Animal Shelter (BAS) located at 1150 N. Victory Place, Burbank, California 91502, with a total estimated value of forty-eight thousand, two hundred and sixty dollars ($48,260.00) for the benefit of the community and unhoused animals.
3. DONOR OBLIGATIONS
3.1 The Donor shall be responsible for the design and complete installation of the new concrete play yard, fenced dog run, donor wall, and turtle pond renovations 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 of its equipment and personal property and releases the City from any liability for either loss of, or damage to, such equipment or personal property.
3.3 The Donor shall be responsible for all architect ural and structural design fees associated with the creation and installation of the new concrete play yard, fenced dog run, donor wall, and all renovations.
3.4 The Donor shall be responsible for obtaining all permits or approvals necessary to effectuate the Donation design and installation from the City.
The City shall provide reasonable assistance to the D onor in obtaining such permits or approvals.
3.5 Donor shall provide City with a certificate of insurance showing that Contractor has current insurance coverage f or the installation of the Donation, including but not limited to general liability insurance and ATTACHMENT 2
workers' compensation insurance, with limits of liability and coverage satisfactory to City.
3.6 Condition of the Donated Goods: The Donor represents and warrants that the Donation, once installed, will be in good condition and free from any defects or damage that would affect its value, quality, or use by BAS. The Donor agrees to provide the City with any documentation related to the installation of the Donation, including site designs, planning, permits, and maintenance requirements.
3.7 Use and Display of Donation: The D onor acknowledges that the City will have full control over the use and display of the new concrete play yard, fenced dog run, donor wall, and any renovations.
3.8 Conservation, Maintenance, or Replacement : The D onor shall not be responsible, after installation and approval of the new concrete play yard, fenced dog run, and any renovation by the City, for any conservation, maintenance, or replacement costs for these donated items. The Donor shall be responsible for providing the City with any costs associated with the conservation, maintenance, or replacement needs of the donor wall.
Donor agrees to allocate funds for the conservation, maintenance, or replacement needs of the donor wall to a Project Maintenance fund.
3.9 Prevailing Wage:
a. To the extent that the Donor performs, contracts, or subcontracts for any work described in California Labor Code §1720, Donor agrees to comply with all requirements of California Labor Code §1700 et. seq. (collectively, “Prevailing Wage Laws”), including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers’ compensation, and prevailing wages for applicable employees performing “public works” (as defined by California Labor Code §1720 and applicable regulations. Donor shall require that any contractors,
subcontractors, or agents hired by Donor to perform the construction, demolition, installation, repair or maintenance to the Donation comply with the Prevailing Wage Laws. No less than the general prevailing rate of per diem wages, and not less than the general per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the work under this Agreement shall be paid to all workers employed in the execution of the work by the Donor or any contractor or subcontractor doing or contracting to do any part of the work.
Donor shall post a copy of the prevailing rate of per diem wages.
Donor shall forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by Donor or by any contractor or subcontractor.
b. Defense, Indemnification and Hold Harmless : Donor shall be required to defend, indemnify, and hold harmless the C ity and its ATTACHMENT 2
officers, officials, employees, volunteers, agents and
representatives from and against any and all claims or liability (including, but not limited to, payment of back wages or penalty assessments) arising out of or in any way connected with the Donor’s , Donor’s contractors, or Donor’s subcontractor’s obligation to comply with the Prevailing Wage Laws with respect to any “public works” performed on the Burbank Animal Shelter and Facilities, and shall be required to waive, release, and discharge the City from any and all present or future claims arising out of or in any way connected with Donor ’s, Donor’s contractor’s, or Donor’s subcontractor’s obligation to comply with such laws. Any costs incurred by Donor relating to this subsection shall not be considered Direct Costs.
3.10 Defense, Indemnification and Hold Harmless : 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 D onor or any of its agents or employees that result in bodily injury, property damage, or other harm to any third party.
3.11 Release of Ownership Rights : Upon the completion of the concrete play yard, fenced dog run, donor wall, and renovations, the Donor shall forever release any rights, claims of interest, or payments for said Donation to the City. The Donor s hall have no right to enter the Burbank Animal Shelter to view, alter, or repair any portion of the Donation or faciliti es without obtaining advanced written approval from the Superintendent of the Burbank Animal Shelter.
4. CITY OBLIGATIONS
4.1 City shall accept Donor’s donation for the sole use by BAS for the benefit of unhoused animals. All planning and installing of the Donation shall comply with the terms 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 new concrete play yard, fenced dog run, donor wall, and all renovations.
4.4 City shall not waive any costs or fees related to obtaining the required permits, plan approvals, or site inspections for the Donation as required ATTACHMENT 2
under local ordinance or state and federal law.
4.5 If the City, at anytime after installation, determines that any or all of the Donation is no longer needed, is in disrepair , or no longer useful to the Burbank Animal Shelter, the City may, with no advanced notice to Donor, demolish all or part of the Donation.
4.6 Indemnification and Hold Harmless: Upon completion of the Donation by the Donor, and approval of the Donation by the City, the City shall release the Donor from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Donation that result in bodily injury, property damage, or other harm to any third party.
4.7 Conservation, Maintenance, Repair, and Replacement: The City will be responsible for the conservation, maintenance, replacement, and repair of the concrete play yard, fenced dog run, donor wall, and any renovations provided by the Donation. The City shall accept funds from the Donor Project Maintenance fund for any repair or maintenance to the donor wall.
4.8 All construction, items, furnishings, improvements, renovations, repairs , including but not limited to a new concrete play yard, fenced dog run, and donor wall, shall be the exclusive property of the City.
5. 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 Attorney
275 East Olive Avenue
Burbank, California 91502
Telephone: (818) 238 -5700
Facsimile: (818) 238-5724
If to Donor:
Leadership Burbank – Board of
Directors
Attention: Karen Volpei
200 W. Magnolia Blvd.
Burbank, California 91502
Telephone:
(818) 934-0452
Facsimile: N/A
Email:
[email protected]
[email protected]
ATTACHMENT 2
6. 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 trans mission 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.
7. 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 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"
[Leadership Burbank]
"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
ATTACHMENT 2
Approved as to Form
Burbank City Attorney’s Office
By:
Ray Johal, Senior Assistant City Attorney