The URL can be used to link to this page

Home My WebLink AboutCOMMUNITY ENGAGEMENT (3)INSURANCE NOT REOUIRr; N-2020-036 WOIjK MAY PRC;CF;;I CLERK 0,- COUNCIL ,j hArc. 0: Lt{O�I� ju�if (kShl) (RrJ144S dJ CITY of SANTA ANA .DONATION AGREEMENT 0 N. 0 1. PARTIES AND DATE .— This Donation Agreement (Agreement) is made and entered into this 22" ° day of January, m 2020, by and between the City of Santa Ana, a chatter city and municipal corporation orgaiuzed and existing under. the Constitution and the laws of the State of California (City), 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 Community Benefit. The City wishes to provide Recipient with ,funding to assist Recipient with the Boca de Oro: Orange County Arts & Literature Festival 2020 that is schedrried.to occur March 7, 2020, which will engage thousands of 'students and community members in an arts literary festival in Downtown Santa Ana. The sponsorship will cover a portion of the expenses for the opening ceremony and keynote speaker. The Parties wish to enter into this Agreement to establish the terns 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 Boca de Oro: Orange County Arts & Literature Festival 2020 will transform Downtown Santa Ana into a space that shared valuable educational programming that will engage attendees with visual and performing arts. as well as literacy through published authors 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 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 fiords shall be spent in accordance with the invoice from Recipient 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 terns -and conditions provided for in this Agreement, Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terns 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 Tenn; 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 Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. CITY Or SANTA ANA DONATION AGRGGriImVT 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 finds will be used for a purpose which may cause a significant ride of injury, the City inay, in its sole discretion, require Recipient to.'provide. certain. insurance and participant waiver/relepse protections. This right shall be on -going and;may be implemented by the City at any time, and all insurance and waiverh'elease forms shall be provided on forms, ill amounts and with provisions acceptable to City: 3.4 No Oversi 1git.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 hidomnifncation. 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, indennnify 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 deathin any niiannei arising out of or incident to any and all acts, omissions, willful misconduct or other , er 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. CITY OFSANTA 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: AISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO RECOMMENDED FOR APPROVAL: - �-� VL-- STEVEN A. ME DOZA Executive Director — CDA CITY OF SANTA ANA I it COMMUNITY ENGAGEMENT, INC. o athan We b ecutive Director Tax ID #: 27-09505151 CCTY ON SANTA ANA DONATION AGRrsEmL'NT Page 4 of 4 EXHIBIT A INVOICE community engagement I i t Bill To Community Engagement, Inc. 3920 Birch Street, Suite 103 Newport Beach, CA 92660 Phone# 714-460-0826 Fax # 949-253-3125 The City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Julie Castro -Cardenas Invoice Date I Invoice# 12/16/2019 22 Due Date 12/31/2019 Description Amount Boca de Oro: Orange County Arts and Literature Festival Saturday, March 7th - Opening 3,000.00 Ceremony/Keynote Speaker Please make check payable to "Community Engagement, Inc." and remit to the above address. www.communityengagement.org Total $3,000.00