HomeMy WebLinkAboutExchange Club - Trike Track Donation Agmnt-12/18/2017Exchange Club of Waterloo Trike Track Donation Agreement
THIS DONATION AGREEMENT (Agreement) is made this is day of OeC. ,.) , 2017, by
and between the Exchange Club of Waterloo (Donor) and the CITY OF WATERLOO, IOWA (City).
RECITALS
A. The City owns a public park located at Exchange Park.
B. Donor desires to construct a Trike Track (hereinafter Track) in the park identified in
Recital A and to donate the completed Track to the City who will thereafter maintain the
Track for use by the public.
C. The City desires to accept the donated Track from Donor.
NOW THEREFORE, for and in good and valuable consideration, the receipt of which is
hereby acknowledged, the party here to agree as follows:
1. The Donation. Donor agrees to construct the Track at the Exchange Park, Waterloo,
Iowa.
a. Donor will supply site plan, design, and construction plans for the Track to the City
for its approval before the initiation of any construction. The City's approval shall
not be unreasonably withheld, conditioned or delayed
b. Donor shall provide all materials; labor and services in connection with the Track.
c. The parties shall jointly select all materials and designs associated with the Track.
d. Donor shall satisfy all applicable federal, state and local laws and regulations
pertaining to the design and construction of the Track.
e. The parties shall mutually determine a construction schedule for the Track which
Donor will endeavor to follow the best of its ability.
f. Donor shall restore any areas of the Park around the Track which are disturbed by
Donor's construction activities to substantially similar condition as existed prior to
such construction.
g. Upon completion of the project to the satisfaction of the City, the City will accept the
Track and be responsible for its ownership and its upkeep for a minimum period of
ten (10) years or unless and until the Track is destroyed by vandalism, Act of God, or
other occurrence beyond the control of the City.
2. Value of Donation. The parties agree that a reasonable estimate of the total value of the
Donation, including the donated materials, labor and services, is $40,000.00.
3. Insurance & Liability. At all times during the planning and construction phases of the
Track the following insurance policies shall be in place to protect Donor and City against
claims for injuries to person (including death) or damage to property arising out of or in
connection with the planning or construction of the Track:
a. General contractors and subcontractors working on the project shall have Commercial
General Liability Insurance written on an occurrence basis with limits no less than
$1,000,000.00 combined single limit per occurrence and $2,000,000.00 aggregate for
personal injury and property damage. They shall name The Waterloo Exchange Club
and the City of Waterloo as additional insureds for this project.
b. General contractors and subcontractors shall provide proof of workers compensation
insurance coverage for its employees working on the job.
c. Any architect or designer shall provide proof of Professional Liability Insurance with
limits no less than $1,000,000.00 limit per occurrence.
d. Donor shall have no liability for any faulty or negligent design or construction of the
Track. Any legal recourse afforded the City for any faulty or negligent design or
construction of the Track shall be directly against the architect, designer, general
contractor, or subcontractors who design or construct the Track.
e. The City shall hold harmless, defend, and indemnify Donor for any claims made
against the Donor for personal injury arising out of the use of the Track once
completed and accepted by the City.
4. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original, and all of which together will constitute one and the
same instrument.
5. Governing Law. This Agreement is governed by and shall be construed according to the
laws of the State of Iowa
6. Binding Effect. This Agreement is binding on the City, Donor, and their respective
successors, assigns, and legal representatives.
7. Entire Agreement Amendment. This Agreement along with the construction design plans
approved and accepted by the City shall set forth the final and entire Agreement between the
parties hereto and neither they nor their agents shall be bound by any terms, conditions,
statement, warranties or representations, oral or written, not herein contained. No amendment or
modification of this Agreement will be effective unless in writing and signed by the City and
Donor.
8. Notices. All notices require or allowed to be given pursuant to this Agreement shall be in
writing, and either (i) delivered in person to the party, or (ii) delivered by U.S. mail or private
courier, postage prepaid, or (iii) transmitted by facsimile machine to the facsimile number of the
receiving party (if any) stated in this Agreement. Notices will be deemed received the earlier of:
(a) when actually delivered, if personally delivered, (b) when transmitted if sent by facsimile or
email, or (c) three day after placement in the U.S. Mail or delivery to private courier, properly
addressed to the recipient.
If to Donor:
Exchange Club of Waterloo
PO Box 1404
Waterloo, IA 50704-1404
If to the City:
City of Waterloo, Iowa
715 Mulberry
Waterloo, IA 50703
Either party may, by like written notice, designate a new address and/or address to which such
notices shall be directed,
WHEREFORE, the parties have executed this Agreement as of the date stated above.
DONOR:
Exchange Club of Waterloo
PO Box 1404
Waterloo, IA 50704-1404
THE CITY:
City of Waterloo, IA
Municipal Corporation
By
Quentin Hart, Mayor