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4067 Schedule A - Agreement Rotary Club of Tillsonburg & Town of TillsonburgAGREEMENT Made this the----'--'/ 2::..:· '----day of !Ace m be r , 20 16. BElWEEN ROTARY CLUB OF TILLSONBURG (Hereinafter referred to as the "Club') -and- THE CORPORATION OF THE TOWN OF TILLSONBURG (Hereinafter referred to as the "Town") WHEREAS The Club and the Town wish to enter into this Agreement with respect to the Clock Tower built by the Rotary Club on Town-owned lands at the corner of Bridge Street and Broadway; Now therefore in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the Club and the Town agree as follows: 1. PURPOSE The purpose of this Agreement is to continue and expand a framework of cooperation between the Town and the Club recognizing the contribution that the Rotary Clock Tower provides to the benefit of the Town and to Tillsonburg's residents and visitors. 2. RESPONSIBILITIES The Club shall: 1. Retain ownership and responsibility for the clock mechanism until December 31, 2019. 2. Train personnel from the Town to regulate and operate the clock mechanism. 3. Retain the responsibility for maintaining flags on the flagpoles at the Clock Tower, including the right to raise flags of various nationalities and organizations at its discretion as long as there is a duly constituted Rotary Club operating within the Town of Tillsonburg. Notwithstanding above, should any of these responsibilities cause undue financial distress, the Club shall have the right to review the provision of these responsibilities in consultation with the Town. The Town shall: 1. Assume ownership and responsibility for the building and surrounding landscaping. 2. Assume ownership and responsibility for the clock mechanism after December 31, 2019. 3. Amend the Town's Flag Policy to incorporate the flagpoles at the Rotary Clock Tower and the Rotary Club's responsibility for the flags that fly on these flagpoles. 4. Retain the name "Rotary Clock Tower" in recognition of the work and contribution of many Rotarians when the Clock Tower was built as long as there is a duly constituted Rotary Club operating within the Town of Tillson burg. 5. Retain the Rotary logo and named memorials and/or donor recognition while reserving the right, in consultation with the Club, to list the memorials in a different medium than the engraved paving stones in existence at the time of entering this Agreement Page1/2 Rotary Clock Tower AgreementFINAL.docx 3. AMENDMENT Amendments within the scope of this agreement shall be made by the issuance of a written modification, signed and dated by all parties, prior to any changes being performed and by mutual consent of the parties. Returned email confirmation by the signing parties is also an acceptable form of amendment should the matter be time sensitive in nature. 4. EFFECTIVE DATE This Agreement is effective upon signature of the parties and will remain in effect until December 31, 2036. 5. NOTICES All notices, requests, directions or other communications ("Notices") required or permitted herein will be in writing and will be delivered to the parties hereto respectively as follows: If to the Town of Tillsonburg: Town Clerk 200 Broadway, Second Floor Tillsonburg, Ontario N4G 5A7 If to the Rotary Club of Tillsonburg: Rotary Club of Tillsonburg P.O. Box126 Tillsonburg, Ontario N4G4H3 IN WITNESS WHEREOF the duly authorized officers as of the date first written. e parties have executed this Agreement ifo~na Wilson, Clerk We have authority to bind the Corporation. The Rotary Club of Tillsonburg Robert (Bob) Marsden, Secretary We have authority to bind the Club. Page2/2 Rotary Clt~Ck Tower AgreemenlFlNAL.docx