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HomeMy WebLinkAboutCENTENNIAL HERITAGE MUSEUM 3-2008 INSURANCE NOT REQUIRED 1,'D!lK MW PROCEED CLERK OF COUNCIL DATE: 1- 1" - 0' This Grant Agreement, made and entered into this (u,A day of JA~,f~'f ' 200~ 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 Califomia, ("City") and the Centennial Heritage Museum, a Califomia nonprofit corporation ("Museum"). N-2006-001 GRANT AGREEMENT RECITALS: 1. City desires to grant to Museum general fund money (hereinafter "grant funds"), to use for the educational programs that are provided on the Museum property. 2. Museum agrees to use said grant funds for the provision of educational programs to Santa Ana youth, as set forth herein. WHEREFORE, for and in consideration of the respective and mutual covenants hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereby agree as follows: I. MUSEUM'S OBLIGATIONS A. Museum agrees to use all grant funds provided by City pursuant to this Agreement to introduce students to the educational programs regarding the environment, recycling, nature as well as the historic programs provided on the grounds of the Museum property at The Kellogg House. B. All funds received by Museum from City pursuant to this Agreement shall be separately accounted for apart from any other funds of Museum. Museum shall keep records of grant funds received from City under the terms and conditions of this Agreement. City shall have access for purposes of monitoring, auditing, and examining Museum's performance, to books, documents and papers, and the right to examine records in regard to said grant funds. City and/or its representative may also schedule on-site monitoring at its discretion. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. C. Museum agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of City. II. CITY'S OBLIGATIONS City shall pay to the Museum grant funds in the amount of $10,000.00. Payments Page 1 of 4 \ shall be made to Museum upon the submission of periodic invoices, in a form prescribed by City, detailing such expenses. Said invoices shall be submitted to Community Development Agency, Administrative Services Division City of Santa Ana, 20 Civic Center Plaza (M-25), Santa Ana, California 92702. City shall pay such invoices within thirty (30) days after receipt thereof provided City is satisfied that such expenses have been incurred within the scope of this Agreement and that Museum is in compliance with the terms and conditions of this Agreement. III. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 With Courtesy Copy To: Executive Director Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702-1988 TO MUSEUM: Centennial Heritage Museum 3101 W. Harvard Street Santa Ana, CA 92704 IV. ASSIGNABILITY Museum shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of City; provided, however, that claims for money due or to become due Museum from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be promptly furnished to City. V. HOLD HARMLESS Museum shall indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all damages to or loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, Page 2 of 4 \ resulting from or arising out of the negligent or wrongful acts, errors or omissions of Museum, its officers, directors, employees, agents, subcontractors and suppliers arising out of Museum's performance of this Agreement. VI. TERMINATION This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, Museum shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. VII. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of City grant funds by Museum and contains all the covenants and agreements between the parties with respect to such grant funds in any manner whatsoever. 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, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and Museum. VIII. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Califomia, and all applicable federal laws and regulations. IX. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. II /I /I II II /I II Page 3 of 4 , l IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first written above, PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA f2 /" ~c2 DAVID N. REAM City Manager ATTEST: APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ~~f.~ y: Lisa E. Storck Assistant City Attorney CENTENNIAL HERITAGE MUSEUM C;:~$-' N,ame: et1j I 13 5 Title: Pres.idevtt Page 4 of 4