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HomeMy WebLinkAboutSailor_Nation_Inc._-_Donation_Agreement_-_4.7.2025Docusign Envelope ID: 722763F4-1F54-4496-BA4C-953837DF90A0 Sailor Nation, Inc. Donation Agreement THIS DONATION AGREEMENT (the "Agreement") is made as of April 7 and between Sailor Nation, Inc. ("Donor") and the City of Waterloo, Iowa ("City"). , 2025, by RECITALS A. The City owns a public park known as Galloway Park (the "Park"). B. Donor desires to improve the ball field (the "Ball Field") in the Park, after which the Donor will maintain the Ball Field for use by the public. C. The City desires to accept the improvements to the Ball Field from Donor. NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The Donation. Donor agrees to improve the Ball Field at the Park, on the terms set forth in the paragraphs below. a. Donor will supply plans for the Ball Field improvements to the City for its approval before any activity begins. Subject to applicable legal requirements, the City's approval shall not be unreasonably withheld, conditioned or delayed. b. Donor shall designate a single individual as the principal point of contact for project purposes. c. Donor shall provide all materials, labor and other services necessary or advisable in connection with improvement of the Ball Field. d. The parties shall mutually determine a construction schedule, which Donor will endeavor to follow to the best of its ability. e. Donor shall restore any areas of the Park around the Ball Field which are disturbed by Donor's activities to substantially similar condition as existed prior to such improvements. f. Once the improvements are completed to the satisfaction of the City, the City will accept the Ball Field and be responsible for its ownership however upkeep of the Ball Field will be the responsibility of the Donor for the duration of this donation agreement. g. The Ball Field improvements shall be constructed according to the plans submitted to the Leisure Services Department. 2. Value of Donation. The parties agree that a reasonable estimate of the total value of the Donation, including the donated materials, labor, equipment, and services, is $50,000. 3. Insurance and Liability. At all times during the planning and improvement phases of the Ball Field 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 improvement of the Ball Field: Docusign Envelope ID: 722763F4-1F54-4496-BA4C-953837DF90A0 a. All contractors shall have Commercial General Liability Insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $1,000,000 aggregate for personal injury and property damage; and Automobile Liability Insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit with respect to bodily injury, property damage, or death. They shall name the City of Waterloo as additional insured on a primary and non-contributory basis including a waiver of subrogation in favor of the City for this project. Proof of such coverage shall be furnished to the City prior to the start of the project and promptly upon request thereafter. b. General contractors and subcontractors shall provide proof of workers compensation insurance coverage for its employees working on the job, in the form and amounts required by Iowa law. Contractors/Subcontractors shall name the City as additional insured on a primary and non-contributory basis including a waiver of subrogation in favor of the City. Proof of such coverage shall be furnished to the City prior to the start of the project and promptly upon request thereafter. c. If any labor is to be donated by individuals and not by contractors or subcontractors, then in lieu of providing the insurance coverages identified in paragraphs 3.a and 3.b above all individuals may instead furnish a signed waiver and/or release of liability on a form acceptable to the City. Donor shall not permit any person to work on project construction who is not covered by required insurance or who has not, before commencing work, furnished the signed waiver/release. Donor shall provide to City all signed waivers and releases that Donor obtains. d. To the extent permitted by law, the City shall hold harmless, defend, and indemnify Donor for any claims made by the general public against the Donor for personal injury arising out of the use of the Ball Field once completed and accepted by the City, except for claims arising from the negligent acts or omissions of Donor in its own use of the Ball Field or in the use of same by persons engaged in activities organized or sponsored by Donor. 4. Ball Field Usage. In consideration of the improvements, Donor may use the Ball Fields for it's third through seventh grade softball and baseball leagues. Donor may schedule times for practices, scrimmages, and games, and shall have priority and full use during those times. Donor may install signage with language approved by Leisure Services Staff explaining how to reserve the field. Donor shall maintain the Ball Field surface and may place a storage shed on the property for its field maintenance equipment, at their expense. Apart from and separate from any insurance required under this section, Donor agrees to indemnify, defend and hold harmless, the City and its employees from and against any injuries, claims, demands, causes, losses, liability or damage whatsoever, including, but not limited to, reasonable attorney fees and expenses and costs which arise from the above -described activity. Donor shall add the City as a named insured on its General Liability policy, on a primary and non-contributory basis, including a waiver of 2 Docusign Envelope ID:722763F4-1 F54-4496-BA4C-953837DF90A0 subrogation in favor of City against any liabilities that may arise. Said policy shall have limits no less than $1,000,000 combined single limit per occurrence and$1,000,000 aggregate for personal injury and property damage. Proof of such coverage shall be furnished to the City prior to the start of the project and promptly upon request thereafter. 5. Notices. All notices require or allowed to be given pursuant to this Agreement shall be in writing, and delivered either(i) in person, or(ii)by first-class U.S. mail, postage prepaid, or(iii)by private courier. Notices will be deemed delivered upon the earlier of: (a) the date of delivery if personally delivered; (b)three business days after placement in the U.S. Mail; or(c) one business day after delivery to a private courier. If to Donor: If to the City: Sailor Nation, Inc. City of Waterloo 4853 Shelley Ct. 1101 Campbell Ave. Waterloo, IA 50701 Waterloo, IA 50701 Attn: Dustin Whitehead Attn: JB Bolger Either party may, by like written notice, designate a new address for notice purposes. 6. 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. 7. Binding Effect. This Agreement is binding on the City, Donor, and their respective successors, assigns, and legal representatives. This Agreement may not be assigned by either party,without the prior written consent of the other party. 8. Entire Agreement: Amendment, and Term. This Agreement, including but not limited to exhibits hereto, is the entire Agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous discussions,understandings,promises or agreements between the parties. No amendment or modification of this Agreement will be effective unless in writing and signed by the City and Donor. Either party may terminate this agreement with ninety days written notice to the other party. IN WITNESS WHEREOF, the parties have executed this Donation Agreement by their duly authorized representatives as of the date stated above. SAILOR NATION, INC. CITY OF WATERLOO, IOWA ,,—DocuSlgned by: By: By: - Ct,v� o443 l�ar� Quentin Hart, Mayor Title: c ci —Doc�cuSiiggn`�ed by: Attest: K2let F446 B.r os�e Ke1�ey'elc re, City Clerk