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Home My WebLink AboutORANGE COUNTY COMMUNITY FOUNDATION - 2005 A-200S-228 /2. ;Z -05 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE ORANGE COUNTY COMMUNITY FOUNDATION TO CREATE AN AGENCY FUND FOR THE GRANTS FOR PARKS PROGRAM This Agreement, made this ~ day of bee- , 200S, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California (hereinafter referred to as the "City") and the Orange County Community Foundation, a California non-profit corporation ("OCCF"). RECITALS: A. The City established the Grants for Parks Program ("Program") to expand and improve upon existing parks and recreation programs and projects with the assistance of private individuals and organizations. B. Certain types of charitable foundations are not able to make gifts to local government and would prefer to work with non-profits incorporated under Section SOl (c) (3) of the Internal Revenue Code or Community Foundations. C. The Orange County Community Foundation ("OCCF") is a non-profit organization established to administer donations received and distribute grants to meet the needs of the Orange County community. D. The City desires to contract with OCCF to establish Grants for Parks Fund to allow gifts "earmarked" for Santa Ana parks projects to be donated directly to OCCF. THEREFORE, in consideration of their mutual and respective promises, the parties hereto do hereby agree as follows: 1. Creation of Fund. Pursuant to the terms ofthis agreement, OCCF shall create a Grants for Parks Fund that shall receive donations "earmarked" for Santa Ana parks proj ects. 2. Scope of Work. The OCCF shall hold, manage, invest and reinvest the Grants for Parks Fund, and shall collect the income and shall pay and disburse the distributable amount from total return (as determined by the Community Foundation's Board of Governors on an annual basis, and as outlined in the Uniform Prudent Investor 1994 Act, California Probate Code, 99 1604S to 160S4) for public educational, community and charitable uses and purposes, in accordance with the policies of the Community Foundation. 3. Term. The Fund is protected from obsolescence should the purposes for which it was created ever become obsolete or incapable of fulfillment. The responsibility of the Foundation's Board of Governors is to ensure that the funds are used for a purpose similar as possible to those set forth in this Agreement. In its capacity as a donor-advisor, the City may require that the balance ofthe Grants for Parks Fund be distributed and the Agreement effectively terminated for any reason upon 30 days written notification, with the distribution of funds made to for public, educational, and community and/or charitable purposes benefiting Santa Ana Parks. 4. Reporting. The Foundation will provide reports to the City periodically. As part of its regularly scheduled distribution of statements, the Community Foundation will provide the City with detailed reports insofar as they relate to the money or property transferred to the Foundation and distributed by the Foundation On behalf of the Santa Ana Parks, Recreation & Community Services Agency as well as the annual audit of the Foundation. S. Advisorv Committee. The Executive Director of Santa Ana's Parks, Recreation, and Community Services Agency will advise OCCF on the distribution for City parks-related projects in accordance with the Advised Policies and Procedures of the Community Foundation, as the same may be amended from time to time by the Board of Governors, the terms of which are incorporated herein by reference. If no advisors are able and willing to act, the Community Foundation shall make decisions without advisors. As required by Intemal Revenue Service regulations, the Board of Governors must retain final authority and responsibility for determining distributions from the Fund. 6. Conflict of Interest. OCCF covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 7. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-69S6 With courtesy copies to: Executive Director Parks, Recreation, and Community Services Agency City of Santa Ana 888 W. Santa Ana Blvd., Suite 200 Santa Ana, California 92701 telefacsimile (714) 571-4221 To OCCF: Todd Hanson, Vice President Orange Countv Communitv Foundation 30 Corporate Park. Suite #410 Irvine. CA 92606 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth On the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 8. Exclusivitv and Amendment. This Agreement represents the complete and exclusive statement between the City and OCCF, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of OCCF. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate OCCF nor the City. Each party to this Agreement acknowledges that nO representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting On behalf of any party, which are not embodied herein. 9. Assignment. Inasmuch as this Agreement is intended to secure the specialized services of OCCF, OCCF may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 10. Jurisdiction/Venue. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 11. Miscellaneous. a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA: t / /) I /~d(' (/(d.~-- DAVID N. AM City Manager --;/. : PATRICIA E. HEAL Clerk ofthe Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney \J By:' ,/ L ' Mike Vigliotta Deputy City Attorney RECOMMENDED FOR APPROVAL: ORANGE COUNTY COMMUNITY FOUNDATION ,fu~r1IJ Gerardo Mouet ( Executive Director Parks, Recreation, and Community Services Agency Name: Title: President