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Osborne, Janice / Art Donation - Galaxy of Colors 16DocuSign Envelope ID: 9BAB9549-0718-4622-A423-8C4B6206F442 ART DONATION AND ACCEPTANCE AGREEMENT This Art Donation and Acceptance Agreement (the "Agreement") is entered into this ..day of_ , 2017, by and between the City of La Quinta ("City") and Janice Osborne, ("Donor"). WHEREAS, the City wishes to accept and the Donor wishes to donate an artwork more fully described in Exhibit "A" attached hereto and incorporated herein by this reference; and, WHEREAS, the City desires to increase public awareness and exposure to the arts in a cost effective manner for the general welfare and benefit of the City's residents; and, WHEREAS, the Donor is interested in making the donation to the City to be displayed at Civic Center Park. NOW, THEREFORE, the parties hereto agree as follows: 1. The City shall accept the donation of the artwork described in Exhibit "A." 2. Donor agrees that the City shall place the artwork at Civic Center Park. 3. Donor agrees to special considerations as described in Exhibit "B." 4. This Agreement, consisting of 4 pages and 2 exhibits, embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby, except as set forth hereinabove. 5. No alteration, change or modification of the terms of the Agreement shall be valid unless made in writing and signed by each party hereto and approved by appropriate action of the City. 6. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants and conditions of this Agreement. 7. This Agreement, regardless of where executed or performed, shall be governed by and construed in accordance with the laws of the State of California. 8. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute legal action to seek specific performance of the terms of this Agreement, to recover damages, or to obtain any other remedy, at law or in equity, consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the DocuSign Envelope ID: 9BAB9549-0718-4622-A423-8C4B6206F442 County of Riverside, in an appropriate Riverside County municipal court, or in the Federal District Court in the district of California which includes Riverside County. 9. If any party to this Agreement brings a legal action or proceeding against another party to enforce the provisions of this Agreement, or on account of a claim or dispute arising out of this Agreement, then the prevailing party in such arbitration or legal action or proceeding shall be entitled to reimbursement by the other party of the legal fees and costs, including reasonable attorney fees, incurred by the prevailing party in connection with the legal action or proceeding. 10. This Agreement shall be binding upon and shall inure to the benefit of the City and the Donor, and their respective heirs, personal representatives, successors and permitted assigns. 11. All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, returned receipt requested, postage prepaid, as follows: To the City: To the Donor: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Janice Osborne 47850 Via Opera La Quinta, CA 92253 310.809.6099 12. With respect to acts, errors or omissions in the performance of Donor's obligations hereunder, Donor agrees to indemnify and hold harmless the City and its officers, agents, employees, and representatives from and against any and all claims, demands, defense costs, liability or consequential damage of any kind or nature arising out of Donor's (including its subcontractors, agents, employees, assigns or licensees) negligent and/or willful acts, errors or omissions in the performance of Donor's obligations under this Agreement. 13. With respect to acts, errors or omissions in the performance of the City's obligations hereunder, the City agrees to indemnify and hold harmless Donor from and against any and all claims, demands, defense costs, liability or consequential damages of any kind or nature arising out of the City's (including its contractors') negligent and/or willful acts, errors or omissions in the performance of the City's obligations under this Agreement. The foregoing indemnities shall be in effect without regard to the maintenance of insurance coverage for any such loss, costs, claims, damages or expenses. DocuSign Envelope ID: 9BAB9549-0718-4622-A423-8C4B6206F442 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written below. CITY CITY OF LA QUINTA, a California municipal corporation Date By: ATTEST: Digitally signed by Frank J. Spevacek DN: serialNumber=g8z17zn0v50w4d3x, c=US, st=California, l=La Quinta, o=Frank J. Spevacek, cn=Frank J. Spevacek Date: 2017.02.03 11:30:43 -08'00' FRANK J. SPEVACEK, City Manager City of La Quinta, California Digitally signed by Susan Maysels DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, email=smaysels@la-quinta.org, c=US Date: 2017.02.06 08:05:34 -08'00' SUSAN MAYSELS, City Clerk City of La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Date 1/24/2017 DONOR: 0-stiovvu, Janice Osborne "Donor" . DocuSign Envelope ID: 9BAB9549-0718-4622-A423-8C4B6206F442 . DocuSign Envelope ID: 9BAB9549-0718-4622-A423-8C4B6206F442 TO: Frank J. Spevacek, City Manager FROM: Lisa Chaudhry, Administrative Technician DATE: January 27, 2017 RE: ART DONATION AND ACCEPTANCE AGREEMENT WITH JANICE OSBORNE Attached for your signature is the Art Donation and Acceptance Agreement with Janice Osborne for the “The Galaxy of Colors” sculpture. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: _X_ Repair and maintenance will be charged to account number: 270-000-60683. N/A Amount of Agreement, Amendment, Change Order, etc.: $ N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with _____ no reportable interests in LQ or ____ reportable interests N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: _X_ Approved by the City Council on January 17, 2017 N/A City Manager’s signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: N/A Insurance certificates as required by the agreement (approved by Risk Manager on _____________ date) N/A Performance bonds as required by the agreement (originals) N/A City of La Quinta Business License number ________________________ N/A Purchase Order number ______________________