HomeMy WebLinkAboutONEOC (FISCAL SPONSOER FOR THE SANTA ANA BUSINESS COUNCIL);'h1r::CCIIREft
WORK 10AY PROCEED
CLERK OF COUNCIL.
r7,�rc. JUN p 6 2019
CITY OF SANTA ANA
DONATION AGREEMENT"
1. PARTIES AND DATE
'Phis Donation Agreement (Agreement) is made and entered into this 1'r day of May, 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 OneOC (fiscal
sponsor for the Santry Ana Business Council), a California 501(c)(3) non-profit organization
(Recipient). City and Recipient are sometimes individually referred to as Patty and collectively as
Parties in this Agreement.
2. RECrrALS
2.1 Community Benefit. The City wishes to provide Recipient with funding to assist
Recipient with the Downtown Threads: Santa Ana In Design event that occurred on Saturday,
May 4, 2019 in Downtown Santa Ana. The sponsorship will cover a portion of the expenses to
produce the event. 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 supporting the
Community Benefit because the Downtown Threads: Santa Ana In Design will transform the
downtown into a place and space that shares valuable community engagement that will attracts
visitors to the Downtown area, and promotes education with youth and young adults. Tire
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. TEEMS AND CONDITIONS
3.1 Use of Funds. The City has chosen to provide Recipient with a one -tune payment of
ONE THOUSAND DOLLARS ($1,000) for this event because the City has determined that there is
a public purpose to be served in supporting the Community Benefit. Tile funds shall be spent in
accordance with the request from the Santa Ana Business Council as Exhibit A and incorporated
heroin 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 Agrcement. 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 finds provided to
Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annun.
Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any
expiration or termination of this Agreement.
CITY OF SANPA ANA
DONATION AGREEMENT
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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 Oversi 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 hidemnification. 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
mamrcr 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 incurred 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 terns 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 AGRUMENI'
Page 3 of 6
individuals who have signed this Agreement have the legal power, right and authority to make this
Agreement hind each respective Party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the clay and
year first above written.
ATTEST:
NORMA MITRE
Acting Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: _LL
Ryan O. 1
Assistant
RECOMMENDED FOR APPROVAL:
STEVEN A. MENDOZA
Executive Director — CDA
CITY OF SANTA ANA
17
Kris inc Ridge/
City Manager
OneOC (fiscal sponsor for Santa Ana Business
Council Fund)
VAF
Director of Finance & Services
Tax ID# 95-2021700
CITY OF SANTA ANA
DONATION AGREEMENT
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EXHIBIT A
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CITY OF SANTA ANA
DONATION AGREEMENT
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EXHIBIT A
Castro -Cardenas, Judie
From:
Madeleine Spencer <spencllo@rnal6chapman.edu�
Sent;
Sunday, April 07, 2019 6:57 PAd
To:
Castro -Cardenas, Julie
Subject:
NO: Dmu ntown Threads: Santa Ana In Design
Attachments:
Downtown Threads Poster,png; Domtown Threads EventWebsite lij.pdf
Follow Up Flag:
FDllowup
Flag Status:
Flagged
Categories: DTSA
Dear Julie,
SantaAnaBusiness Council is working with Santa Ana Highschool, SantaAna College. and
Professional Designers to plan our first ever Downtown Spring/Summer Fashion Showcase on May
4th.
The Design Studentsfrom SAUSD reached outto Santa Ana Business Council toassistthem in
facilitating the organization of afashion show that will showcase our local SantaAna design talent.
The show will include Junior Designers from SAUSDs Career and Technical Education inSantaAna
High School fashion and merchandising, Collegiate Designers from SantaAna Colleges fashion and
merchandising program and Downtown as well as professional designers whouill showcase their
designs in the event. This is another Pipeline project which buildsbridges between organizations and
Creates a network out of our design cluster by bringing these designers together for this runway
project
As we go through the process of organizing the upcoming event we found that the build out of the
outdoor catwalktobeset up atCade Castro Plaza and tenting for the stylists and dressing for the
models and lighting is the largestexpense, running almost S4,000.00 making the total cost of the
event$5000.00 so while the brunt of the sponsorship is comingfrom SABC, Ian reaching out to find
others who can donate some small amount to this project to make it a success. We have around six
sm all sponsorships already but wondered if you may be able to share a small sponsorshipfrom the
Downtown fund between SSoo.00$i000.00tohelp supplement our expense on this event. We
would have the city logo and your name on our step and repeat and in our social media and posters
and press release that will be put out and displayed. Please let meknow if this is something you can
assist us with.
With your assistance we are sure to aclrieve this season's goal of highlighting an amazing talent
pipeline within our community as well as our retail 5- design sector our Downtown Community and
Professional Designs andperhapswecan also start anew tradition for showcasing DowntownSanta
Ana's Fashion Sense.
CITY OF SANTA ANA
DONATION AGREEMENT
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