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Home My WebLink AboutHERITAGE MUSEUMN-2020-028 INSURANCE NOT REQUIRED WORK MAY PROCEED rtA7r.• CLERK OF COUNCIL D: (L�G�it jape C140 rk 4 n'f d��2� 5 PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT This Donation Agreement ("Agreement") is made and entered into on this 16'h day of December, 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 Heritage Museum of Orange County, 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 People's Tour of Santa Ana in celebration of Santa Ana's 150" Anniversary scheduled to occur January 4, 2020 in Downtown Santa Ana. The sponsorship will cover a portion of the expenses to produce the tour and marketing materials. The Parties wish to enter into this Agreement to establish the tetras and conditions under which the City will provide funding. 2.2 Public Pumose. The City believes there is a public purpose in supporting the Community Benefit because the People's Tour of Santa Ana will provide two free tours for community members/visitors in Downtown Santa Ana while highlighting the history of Santa Ana with the goal of promoting community engagement and supporting local businesses. 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 THREE THOUSAND DOLLARS ($3,000) 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 Heritage Museum of Orange County as Exhibit A and incorporated herein by this reference to help cover the cost of tour guides, marketing material, and coordination of tours. 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. 32 Term: Termination of Agreement. Ibis 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 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 Qbligations. For purposes of the City's protection, if the City determines that the fimds 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 ily. 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 mid 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/Modifcation. 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 Patties. 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: rl�x !A• - ✓Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Art e� n By: !, Ryan O. I l(Idge Assistant Cl ty Attorney RECOMMENDED FOR APPROVAL: - I) STEVEN A. MENDOZA Executive Director, Community Development Agency CITY OF SANTA ANA ST1NE RIDE City Manager HERITAGE MUSEUM OF O.C. 3VI.CABRERA Chief Executive Officer CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 4 Exhibit A HI;wTAG 1. MIIs1EXM Heritage Maaesmt 3101 W.HarNudSt 303U Anar, CA92704 Att: r vin Cabrera E-mail: 4cabreyaggher mgemuaeomoeoyg MU TO: Cky of Santa Ana An.;Ph* Catuo-Cmdeata• ipth Anniversary in Chit Center Plara � 6th floor Santa Ana. CA 9s701 (a4) "49 jcactroeardenat�wnta-ana.Org Invoice: 150 Dctr_mber 16. tap Sponsorship l3mstionfor the People's Tour of Soma Ana in ctlebraem of the C4,ofSantaAm's150thAnriiwsmyCorersdsecost oftarguicleN s 3.000m �, maiketingasaxtid,aadcoordinariondtars. i Total s g,000.na THANK YOU FOR YOUR BUSINESSI