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INSURANCE NOT REQUIRED A-2024-145 WORK MAY PROCEED CITY CLERK DATE: OCT O 4 2024 CITY OF SANTA ANA p: Cad 10 DONATION AGREEMENT TrI014 lg (.kF .. PARTIES AND DATE This Donation Agreement ("Agreement") is made and entered into this 1st day of October, 2024, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and the laws of the State of California ("City"), and The Frida Cinema, a California nonprofit public benefit corporation ("Recipient"). City and Recipient are sometimes individually referred to as "Party"and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient with "DTSA First Saturday ArtWalk," ("Community Benefit"). The Request for Sponsorship Funds is attached hereto as Exhibit A and incorporated herein by reference. The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City believes there is a public purpose in providing a free year- round, all-ages, community-based arts showcase that takes place throughout Downtown Santa Ana. This includes live art and music, outdoor vendors, group dance lessons, and over 20 art galleries and studios featuring rotating exhibitions and performances. The events promote economic growth for the city by increasing foot traffic to local businesses from Santa Ana residents as well as residents from other cities. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a payment in an amount not to exceed ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) for this continuing event because the City has determined that there is a public purpose to be served in supporting the Community Benefit. Recipient will be paid in twelve equal monthly installments in the amount of $12,500 on the 5th day of each month, after full execution of the Agreement, as follows: October 5, 2024, November 5, 2024, December 5, 2024, January 5, 2025, February 5, 2025, March 5, 2025, April 5, 2025, May 5, 2025, June 5, 2025, July 5, 2025, August 5, 2025, and September 5, 2025. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose, or fail to continue the Community Benefit, or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect unless and until terminated by the City. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to