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Home My WebLink AboutVIVA LA VIDA SANTA ANA (2)N-2019-243 INS NOT REQUIRED i( CttH , WE; O.nCD��A�O NOV 13 2019 PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT This Donation Agreement (Agreement) is made and entered into this 17th day of October, 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 —Viva La Vida Santa Ana; 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 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient with the Viva La Vida event that will occur on Saturday' October 26,- 2019>-in Downtown Santa Ana. The sponsorship will cover a portion of the expenses to produce the event, such as rental of canopies, tables, chairs, portable facilities, barricades for street closure, and flyers. 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 Viva La Vida event is a free cultural event provided to the community in celebration of the All Souls Day (aka Day of the Dead), which will host an altar for the City of Santa. Ana in celebration of-its=155Wk Anniversary. The event will take place on the East End of Downtown Santa Ana with an expected turn -out of 2,000 people. There will be several other altars representative of the Santa Ana community along with vendors that show case local art & music, and provide visitors with a cultural experience. 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 ONE THOUSAND DOLLARS (S°I;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 request from the Santa Ana Business Council attached 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 funds provided to CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 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 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 tree 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 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 terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 913392v2 a CITY OF SANTA ANA N-2019-243 DONATION AGREEMENT Page 3 of 4 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 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: CITY OF SANTA ANA DAISY�"RISTINE RIDGE Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: aL- — Ryan O. odg Assistant ity torney RECOMMENDED FOR APPROVAL: Steven Mendoza, Executive Director Community Development Agency VIVA LA VIDA SANTA ANA By:.�ti Rudy Cordova Chief Executive Officer #13392v2 CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 4 EXHIBIT A Viva La Vida Santa ana PO Box 2115 Santa Ana, 92707 Phone (714) 200-5192 E-mail: arambulaie a@ Bill To: City of Santa Ana Act: Julie Castro-Carderias- i5oth Anniversary 20 Civic Center Plaza - 6th floor Santa Ana, CA 927ot (714) 67336149 jcastrocardenas@k nta-ana.org v„} Sponsorship DonafionforVivaLaVida event or 10r26A9tocorer the following expenses: altar for the City of Saraa Ana, rental costs such as of canopies, tables, chairs; and contribution towards marketing expenses (flyers; s decorations; etc) Total s THANK YOU FOR YOUR BUSINESS? IrITZIM41 October i, 2oi9 r-TAT 1,000.00