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HomeMy WebLinkAboutGIRL SCOUTS OF ORANGE COUNTY TROOP 46INSURANCE NOT REQUIRED \ �,Yw N-2019-250 „(QWORK 10Y-' ?ROCEED/ j�y��y �qji CLERK OF COUNCIL C� DATE �GJV r 7�19 CITY OF SANTA ANA O, Cp,A-�1� DONATION AGREEMENT C 1ly. PARTIES AND DATE This Donation Agreement (Agreement) is made and entered into this 181h day of November, 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 Girl Scouts of .Orange. County Troop 46, a California Local Government Entity — Special District (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 reimburse Recipient with funding to assist Recipient with the-AIL.Souls -Day event that occurred on -Saturday, November-2 2019in the Civic Center area of Santa Ana (Flower & Civic Center). The sponsorship will reimburse for cost of decorations, materials, and reservation of the space at the Noche de Altares event, which was expected to have over 10,000 people in attendance. The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will reimburse Recipient for funding. 2.2 Public Purpose. The City believes there is a public purpose in supporting the Community Benefit because the Noche de Altares is an event in celebration of a cultural tradition referred to as Dia de Los Muertos. This event was open and free to the community. Cultural performances, music, and art & crafts were available at no charge for attendees. The Girl Scouts created an altar on behalf of the City of Santa Ana's 1501h Anniversary. 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 reimburse Recipient with a one-time payment of ONE THOUSAND DOLLARS (S1,000) 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 terminate_d.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 Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 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 Bepefit, 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 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. N-2019-250 CITY OF SANTA ANA 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: APPROVED AS TO FORM: SONIA R. CARV ALHO City Attpri e� , By: 4k Ryan O. l Assistant RECOMMENDED FOR APPROVAL: Steven Mendoza, Executive Director Community Development Agency CITY OF SANTA ANA 'KRISTINE RIDGE City Manager Girl Scout of Orange my -TroD a: Site Liaison Tax ID# 95-20203244 CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 4 EXHIBIT A The Girl Scouts Troop 46 from Santa Ana created an altar for Noche de Altares on November 2, 2019 with an anticipated budget of $1,000 to cover the cost of materials.