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Home My WebLink AboutCOMMUNITY ENGAGEMENTliiz �C iii!'JGr i\i IT REOUIRED W(J W P0lAY iaWGE:FD �4 �hig 4. " PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT N-2019-043 This Donation Agreement (Agreement) is made and entered into this 20' day of February, 2019, 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 Community Engagement, a California 501(c)(3) non-profit organization (Recipient). City and Recipient are sometimes individually referred to as Party and collectively as Parties in this Agreement, 2. RECITALS 2.1 CommunityBenefit. The City wishes to provide Recipient with funding to assist Recipient with the Boca de Oro: Orange County Arts and Literature Festival on Saturday, March 2, 2019. The sponsorship will cover a porton of the expenses of the Opening Ceremony, including the Keynote Speaker, The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public PyMose. The City believes there is a public purpose in supporting the Community Benefit because the Boca de Oro: Orange County Arts and Literature Festival will transform the downtown into a place and space that shares valuable structured educational programming that will engage the audience with both visual and performing art as well as champion literacy by bringing out the published and aspiring writers within the region. 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 one-time payment of FIVE THOUSAND DOLLARS ($5,000) for this event because the City has determined that there is a public purpose to be served in supporting the Community Benefit, The funds shall be spent in accordance with the Expense Budget attached hereto as Exhibit A and incorporated herein by this reference, 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 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 fiends provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per amium. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or tonnination of this Agreement, CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight it by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City, Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs inctuxed by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 4 individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: e 6�� NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director – CDA CITY OF SANTA ANA STEVEN A. MENDOZA Acting City Manager COMMUNITY ENGAGEMENT 4 ✓ — Hilda lusuf CFO Tax ID# 47-4600334 CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 4 EXHIBIT A Expense Budget Line Item City of Santa Ana Donation Event Opening Keynote Speaker Justin Torres March 2, 2019 at Orange County Center For Contemporary Art His first novel We the Animals, a national best seller, has been translated into fifteen languages and was recently adapted into a feature film. He has published short $5,000 fiction in The New Yorker, Harpers, Grants, Tin House, The Washington Post, Glimmer Traln, Flaunt, and other publications, as well as non-fiction pieces in publications like The Guardian and The Advocate. Complete Event Schedule • Keynote Presentation: Justin Torres s Almas Sonadoras • Authors Alley & Book Sling Book Fair • Black Out Poetry • Bridge of the Masters: Chapman University & UC Irvine MFA candidates reading • Chicana Her Story: The Santa Ana Experience • Composition & Coffee • CoolLabThatl • Culture & Literature for Mexico • Dancing With the Sun: Manuel Hernandez Trujillo • Dreaming Notes Concert Bands • God Loves Kanye?; artists on faith, culture & creativity OPENING SESSIONS • Plaza of Soaring Souls & Dancing Brushes: Dance and Art Making • Poetic Reform Party Presents,.. Tongue Lashing! • Political Poetry of Our Moment • Prose Storytelling • Reading the Resistance: Open Mic & Writers Resist: The Anthology 2018 • Santa Ana's BUENA GENTS... The Untold Story • SAUSD UtCon • The Parable: Arts & Literary Experience • THEE CHICANO EXPERIENCE I • Vision Journaling Workshop • Viva La Improv • Golden Voices&Soulful Serenades Vocal • Woman& Poetry Photo Transfer Workshop Performances • Women: a tapestry of words between Syria & Iran • How faith and culture meet when creativity is • Women's Voices displayed, e Writers' Block Live on the Rocks • Makara Center for the Arts presents Wicked Plants . youth of Orange County Speech & Debate Showcase • My Name is Also Freedom: The Shari Ho Story CLOSING • Santa Ana Sites Presents: Banda Magda