HomeMy WebLinkAboutFRIENDS OF SA PARKS 2-2003
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WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE: :s//p)t?"-I AGREEMENT BETWEEN THE CITY OF SANTA ANA
AND THE FRIENDS OF THE PARKS
A-2003-244
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. ( THIS AGREEMENT is made and entered into, as of the n!:A.day of
IV Ov ~ý , 2003 by and between the FRIENDS OF SANTA ANA PARKS
AND RECREATION, a nonprofit 501 (c) (3) corporation, hereinafter referred as
"FRIENDS", and the CITY OF SANTA ANA, a charter city and municipal corporation
duly organized and existing under the Constitution and Jaws of the State of California,
hereinafter referred to as "CITY".
R E C I TAL S:
A. The parks and recreation services of the City of Santa Ana can be expanded
and improved with the assistance of private individuals and organizations; and
B. Increasing public awareness of City parks and recreation services can cause
greater public benefit to be derived from them; and
C. FRIENDS was incorporated on June 10, 1999, for the purpose of assisting and
promoting public parks and recreation in the City of Santa Ana; and
D. FRIENDS and CITY need the services and staff of each other to collaborate in
undertaking programs to enhance the benefits of CITY's parks and recreation services to
the Santa Ana public; and
E. CITY is empowered to contract with FRIENDS in accordance with the terms
and conditions set forth herein to render such services; and
F. FRIENDS is duly incorporated pursuant to the California Nonprofit Public
Benefit Corporation Law and is authorized by law to provide the services contemplated
by this Agreement; and
NOW, THEREFORE, in consideration ofthe covenants and promises contained
herein, CITY and FRIENDS do hereby agree to the following:
1. TERM OF CONTRACT
The term of this Agreement shall commence on the date of approval and
execution by all parties, and shall remain in effect unless and until terminated pursuant to
Section 6. hereof, or other applicable terms hereof.
2. FRIENDS' RESPONSIBILITIES
FRIENDS shall, in cooperation with CITY, provide the following services:
A. Partner with CITY as a non-profit corporation, providing an advocacy group
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for the Parks, Recreation and Community Services Agency; and,
B. Solicit, receive and distribute donations and grants of materials, services
and funds, or assist in such efforts by the CITY, for the improvement of parks and
recreation services of CITY, provided that, in no event, may FRIENDS solicit, receive
accept or distribute any donations or grants in the name of the City of Santa Ana or its
Parks, Recreation and Community Services Agency without the prior approval of the
CITY, said approval not to be unreasonably withheld; and,
C. Administer donated and granted funds designated for future use for
improvement of parks and recreation services of CITY, or related uses, but only with the
prior approval of the CITY.
D. In no event shall anyone check over the amount of Five Hundred Dollars
($500.00) be written without the approval of the FRIENDS' Board of Directors.
3. CITY'S RESPONSIBILITIES
A. CITY will assist FRIENDS by providing administrative staff support,
temporary and occasional use of space, materials, equipment, postage and mail handling
services on an as-needed basis subject to the approval of the Executive Director of Parks,
Recreation and Community Services or his/her designee (herein referred to as "Executive
Director"), such approval not to be unreasonably withheld.
B. FRIENDS' use ofresources provided by CITY shall be scheduled by, and be
subject to, the approval of the Executive Director, such approval not to be unreasonably
withheld.
4. INDEPENDENT CONTRACTOR
FRIENDS agrees that it is an independent contractor and not an employee of the
CITY, and that all of FRIENDS personnel, if any, shall be employees or subcontractors
of FRIENDS, not of CITY. CITY shall have no duty, obligation or liability of any kind to
FRIENDS, to FRIENDS' employees, officers, agents, vendors or subcontractors, or to
anyone or party whatsoever, to make any payment of any kind whatsoever as a result of
or arising out of this Agreement.
5. CONFLICT OF INTEREST
Each party, its agents and employees, shall compJy with all applicable federal,
state and local laws and regulations governing conflict of interest. To this end, FRIENDS
will make available to its agents and employees copies of all applicable federal, state and
local laws and regulations governing financial disclosure and conflict of interest.
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6. TERMINATION
CITY or FRIENDS may terminate this Agreement for any reason upon thirty (30)
days' written notice served on the other party as provided in Paragraph 18 of this
Agreement. All operations under this Agreement shall cease on and after the thirtieth day
following notice of termination, and all mutual obligations under this Agreement shall
cease on that date.
7. USE OF SERVICES
This Agreement is for the purpose of furthering the objectives recited herein and
that the services provided under this Agreement are within the power of CITY to provide.
In the event it is determined that said services are not being used for the intended purpose
or that FRIENDS has adopted or amended its Bylaws or amended its Articles of
Incorporation with the result that, as determined by the Executive Director, FRIENDS'
policies or programs conflict with the purposes of this Agreement, CITY may
immediately terminate this Agreement, and FRIENDS shall be entitled to no further
services from CITY.
8. PROGRAM ADMINISTRATION
A. Representatives: This Agreement shall be administered by the Parks,
Recreation and Community Services Agency (PRCSA) of the CITY, and CITY's
designated Agreement Coordinator shall be the Executive Director ofPRCSA. The
designated person shall have the authority to administer this Agreement on behalf of
CITY. FRIENDS shall provide a representative to be available to CITY for consultation
and assistance during the term of this Agreement.
B. List of Priorities: The Executive Director shall, on an annuaJ basis, provide
the FRIENDS with CITY's list offunding priorities, as determined by the CITY, the
Executive Director, and the Parks, Recreation and Community Services Agency.
FRIENDS shall apply available funding and/or support to the projects listed on said List
of Priorities.
9. INDEMNIFICATION
FRIENDS agrees to indenmify, defend, protect and hold harmless CITY, its
agents, officers, employees and volunteers ITom and against any and all liability, expense,
incJuding defense costs and legal fees, and claims for damages of any nature whatsoever,
incJuding, but not limited to, bodily injury, death, personal injury, or property damage
arising ITom or connected with FRIENDS' operations or its services hereunder.
CITY agrees to indemnify, defend, protect and hold harmless FRIENDS, its
agents, officers, employees and voJunteers ITom and against any and all liability, expense,
including defense costs and legal fees, and claims for damages of any nature whatsoever,
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including, but not limited to, bodily injury, death, personal injury, or property damage
arising from or directly related to CITY's operations or its services hereunder.
10. INSURANCE
FRIENDS shall, during the term of this Agreement, provide insurance governing
its operations, and such insurance shall name the CITY of Santa Ana, its officers, agents,
employees, and volunteers as additional insured(s). FRIENDS shall provide the CITY
with an Additional Insured Endorsement in substantially the format ofthe sample
attached hereto as Exhibit B, to be approved by the City Attorney of the CITY.
11. ASSIGNMENT
This Agreement, or any provision hereof or any right or obligation arising
hereunder, is not assignable by either party in whole or in part, without the express
written consent of the other party.
12. BINDING EFFECT
All of the provisions of this Agreement and any amendment thereto shall extend
to and be binding upon and inure to the benefits ofthe successors of the respective
parties.
13. NONDISCRIMINATION
A. Each party hereby certifies and agrees that it will comply with Title VI of the
Civil Rights Act of 1975, Title IX ofthe Education Amendments of 1972, where
applicable, and Title 43, Part 17 ofthe Code of Federal Regulations, Subparts A and B, to
the end that no persons shall, on the grounds ofrace, creed, coJor, national origin,
political affiliation, marital status, sex, age or handicap, be subjected to discrimination
under the privileges and use granted by this Agreement or under any project, program or
activity supported by this Agreement.
B. Each party certifies and agrees that all persons employed thereby, shall
be treated equally without regard to or because of race, creed, color, national origin,
political affiliation, marital status, sex, age or handicap and in compliance with all federal
and state laws prohibiting discrimination in employment, including, but not limited to,
the Federal Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; and
the State Fair Employment Practices Act.
C. Each party certifies and agrees that subcontractors, bidders and vendors
thereof are and shall be selected without regard to or because of race, creed, color,
national origin, political affiliation, marital status, sex, age or handicap.
D. All employment records shall be open for inspection and reinspection at any
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reasonable time during the term ofthis Agreement for the purpose of verifying the
practice of nondiscrimination by each party, in the areas heretofore described, to the
extent allowable by law.
E. If either party finds that any of the above provisions have been violated, the
same shall constitute a material breach of contract upon which either party may
determine to cancel, terminate, or suspend this Agreement.
14. RELIGIOUS PROSELYTIZING AND PARTISAN PROPAGANDIZING
Services under this Agreement will be used exclusively for performance of the
work required under this Agreement and no services made available under this
Agreement shall be used to promote any religious or partisan activities.
15. COMPLIANCE WITH LAWS
The parties agree to be bound by all applicable federal, state and local laws,
ordinances, and directives insofar as they pertain to the performance ofthis Agreement.
16. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws
of the State of California.
17. SEVERABILITY
The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision, or the contract as a whole.
18. NOTICE
Any legal notice or notices required or permitted to be given pursuant to this
Agreement may be personally served on the other party by the party giving such notice,
or may be served by certified mail, postage prepaid, return receipt requested.
All notices to CITY shall be sent addressed as follows:
City of Santa Ana
Recreation and Community Services Agency (Exec. Director)
888 W. Santa Ana Boulevard, Suite 200
Santa Ana, CA 92701
FRIENDS:
Friends of Santa Ana Parks and Recreation
888 W. Santa Ana Boulevard, Suite 200
Santa Ana, CA 92701
ATTN: President
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All Notices to FRIENDS required pursuant to this Agreement shall be placed in
the assigned FRIENDS' mailbox. The President shall be notified telephonically within
24 hours of receipt of any correspondence related to FRIENDS.
19.
MISCELLANEOUS
a. Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each ofthe terms ofthis
Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees,
for any injuries or damages to CITY in the event that such authority or power is not, in fact,
held by the signatory or is withdrawn.
b. FRIENDS' Bylaws and Articles of Incorporation (Exhibit "A"), and
CITY's preferred Additional Insured Endorsement (Exhibit "B") are hereby attached and
incorporated herein as if fully set forth in the body of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be hereunto
affixed as of the date first above written.
ATTEST:
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Patricia E. Healy .
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
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By: Lisa E. Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Jon" , Ribble, Executive Director
Parks, Recreation and
Community Services Agency
CITY OF SANTA ANA
Ma
David N. Ream
City Manager
FRIENDS OF SANTA ANA
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Name: Tim Whitacre
Title: President
Corp. Tax ID#: 3:3 - c 8 !fOj- é 7
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