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Home My WebLink About29A - DONATIONS AGMTSEQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2017 TITLE: DONATION AGREEMENT WITH ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS (STRATEGIC PLAN NO. 5,4) CITY AN GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the City Attorney, as follows: 1. Heritage Museum of Orange County to support the Halloween Spooktacular, a free community event in celebration of Dia de Los Muertos, in the amount of $500 (Mayor Pulido); 2. Rainmaker Effect to support the Segerstrom High School Football Team with on-going services, in the amount of $2,500 (Councilmember Tinajero); 3. Heritage Museum of Orange County to support the Halloween Spooktacular, a free community event in celebration of Dia de Los Muertos, in the amount of $500 (Councilmember Tinajero). DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. 29A-1 Donation Agreement with Organizations to Support Community Events and Programs September 5, 2017 Page 2 The donation agreements listed above are in response to the Donation Requests (Exhibits 1 & 2) submitted by various community organizations or neighborhood associations to the specific Councilmembers, seeking sponsorship for community events and/or programs. The Councilmembers, respectively, reviewed and agreed to sponsoring the programs or events through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements (Exhibit 3 & 4) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2017-18 General Non -Departmental account (01105015-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2017-18: Mayor Pulido $ 500 Councilmember Tinajero $ 3,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez �t Executive Director Finance and Management Services Agency EXHIBITS: 1-3. Donation Request Forms 3-5. Donation Agreements 29A-2 a City of Santa Ana — • : Donation Request n:nn}�rt� rnGwmaf inn. - City Manager's Office- M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647-5200 INam�— Kevin Cabrera itte: Exec. Director ddresa: 3101 W Harvard St pity, State, Zip: Santa Ana, Ca. 92704 Phone: 714-733-0709 SEPTEMBER 5, 2017 kcabrera@heritagemuseumoc.org Fax:—__^ Name: Heritage Museum of Orange County _ I Tax -Exempt Status: Is your organization a non -prom or puouc tax-exempt urgamzauuge.,_.—Select .One:—Ye"s I— -. No - lefined under Section 501(c)(3) of the Internal Revenue Code? I ✓ `--- — - If No, you will only qualify for a credit for City -related costs for your request (i.e. permit fees, F Yes, staff time,rental rates for facilities or equipment, etc.). Costs for Cityservices vary and if i Tax ID 195-3665050 approved, credit may or may not cover full cost of requested City services. Services Credit II unt Requested: r ,t Payment Amount O Needed: Date: IOctober 27 (Event Time: 14 pm - 8 pm Location: I Heritage Museum of OC s, City, State, Zip 13101 W Harvard St, Santa Ana, CA. 92704 ption of Sugar skull class showing youth how to make and decorate sugar skulls as part I IPurpose: of Dia de Los Muertos, and Halloween Spooktacular on the museum property. (These event will be free to the community and we will be inviting SAUSD schools I Community Benefit to participate A iic nt Sl nature r t >` ` ' ' PP 9 <x t t ��ya �...v....r+ 0 1 / 1 Mail: City Manager's Office -M-31 Email: donationrequest@santa-ana.org 20 Civic Center Plaza I Fax: (714) 647-6954 P.O. Box 1988 Santa Ana, CA 92702 Revised 01/05/2017 ,,{{ Donation Request#: I DR- i Council Meeting Date: SEPTEMBER 5, 2017 Refarence * on all related DPVs Y Eligibility et: YES I NO YES I Approved Amount: $500 City Manager Signature: ate: Revised 01/05/2017 29A-4 yaw., . City Managers Otrce-M-31 City of Santa Ana 20 Civic Center Plaza P.O. Box 1908 Donation Request _ Santa Ana, CA 92702 (714) 647.5200 114, le 17-7 f Jerry Witte -~— nla_ Head Football CDach �ddress: 12802 S. Flower - I�stata,2lp: Santa Ana, Ca. 92707-3935 lana,-: —1714.569.6300 sh5witte@yahoo.corrl ifmau.--- r_.._ Name: Rainmaker Effect 8632 Masters Drive Suite 1000, HunfingtonlBeach, EA 9264 Tax-Ex-mpt Status: Is your organteallon a non-pro01 ar public lax -exempt organization as select no: Brined under Section 501(c)(3) of the Internal Revenue Code? I f Yes ❑ No If No, you will only qualify fora credit for Cily-related costs for yourrequest (i.e. peand fees, ('-- fyes staff flow, rental rates forfacrlitiesatequipment, etc.).Costsfor Cityservieesvaryand if [47-4654535 approved, credit may ormay not coverfull cost orrequesled City services. ax ID 9: D e r Ito Credit Ie y Ser is atoDl Needed: ayorlCaunctlmamher, ASAP Tina)ero Amount Requested: �t nested: l" I �� tract Payment Amount 2 500 I _ __ vast Data Fall 2017 (Event Tlma: —J �- �_- reason I lRagJ-sled: Event Location: S StromHlgh School AddesACRY, State. II�p --—��— — I !Request support for the Segerstrom Football Team that will have a . Description of Event l purpose:. successful season providing health, fitness, and encouraging academics �gf all players and families. The season will promote communeride. Ir Community will benefit by having healthy youth that are healthy, strong, Com Community Benefit:_ are committed to their academics. IAPPllbant Slgpetura (Date 8-23 - 1,.av - 1 7; LLLLLL •krr v�+'.__. �._;_,� _ .' ..: s.•�,'-.�,..._.. '... - - ._.,, .,. .: 511 .-�t. n y Manager's Office -M-31 Email: donationrequest@santa-ana.arg Civic Center Plaza Fax: (714)647.6954O. n Box Igee nta Ana, CA 92702 -----•----- A ----`_--_—.—.__..�_._._--.— ,,�f....rl. Y f ri:�i^,d; �1"R .-✓T.,wvY't' ¢-ly ?^'.T-� ., �`--Y-..,-a:c_�_'.S-if .+->-1P; ;1511_: bo,feyonco a an Raquost}k DR Council Meeting Date AUGUST 15, 2017 '•Fa Y, mr aft raW.ed OPV- I I Eligibility Mot: � YES f NO YES �-•�-------'--T____----� _-- ---- Approval Amount: $500 -_.._.._.. �i_-.-----.__-_._-_-' City Manager Signature: .I Dale: _1 Revised 01105/2017 29J(yI -5 29A-6 City Manager's Office — M-31 City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Donation Request Santa Ana, CA 92702 (714) 647.5200 INamI Kevin Cabrera itle: Exec. Director lAddress: 3101 W Harvard St _ Baty, state, zip: IsantaAna, Ca. 92704 _ Fhonl e: 1714-733-0709 —� 1Email: kcabrera@heritagemuseumoc.org Fa—x: MMiationAnforritatl a Name: Heritage Museum of Orange County mpt Status: Is your organization a non-profit or public tax-exempt organization as elect-OOne CC�e? Yes —�f7o 3ef Section 66�(cj�3 o e nternal Revenue u will only qualify for a credit for City -related costs for your request (i.e. permit fees, f Yes s, rtafftime,rental rates for facilities or equipment, etc.).Costs for City servicesvary andA ' , credit may or may not cover full cost of requested City services. 195-3665050 INNam• / __ �4mCity Services _ es Credit I Dated Needed. ount Requested: i October 6 ayorlCouncilmember: Tinajero I Direct Payment Amount $50�- O ;Eventry Data: October 27 Event Time: I4 �jm — Fi iii iRequested I i vent Location: Heritage Museum of OC [Addmss,City, State, Zip 3101 W Harvard St, Santa Ana, CA. 92704 Description of arskull class showing youth how to make and decorate sugar skulls as part ia de Los Muertos, and Halloween Spooktacular on the museum property. rof Event I Purpose: These event will be free to the community and we will be inviting SAUSD schools I Fommunity Benefit: to participate. Appi lit, ant signature ; �— I Dat f( $ =Plated / Mail: City Manager's Off ice—M-31 IEmai� donationrequest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647-6954 P.O. Box 1988 I Santa Ana, CA 92702 Donation Request#: Reference a on eU related DPW DR- I Councll Meeting Date: SEPTEMBER 5, 2017 Eligibility Met YES f NO YES Approved Amount $500 Cky Manager Signature: Data: Revised 01/05/201 29X— 29A-8 CITY OF SANTA ANA DONATION AGREEMENT WITH HERITAGE MUSEUM OF ORANGE COUNTY 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on SEPTEMBER 5, 2017 by and between the City of Santa Ana, a municipal corporation ("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 in PROVIDING YOUTH WITH A SUGAR SKULL CLASS AS PART OF THE DIA DE LOS MUERTOS AND HALLOWEEN SPOOKTACULAR EVENT SCHEDULED TO OCCUR OCTOBER 27, 2017 AT THE HERITAGE MUSEUM OF ORANGE COUNTY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PULIDO, believes there is a public purpose in supporting the Community Benefit because it will provide A FREE COMMUNITY ACTIVITY . THAT PROMOTES POSITIVITY, A CULTURAL EXPERIENCE, and EMPHASIZES COMMUNITY PRIDE. 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. TERNis AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. 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. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's Rill expenditure of the funds. 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. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. Exhibit 4 29A-9 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the fiords 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 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 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 tratuna or injury. To this end, therefore, Recipient shall defend, indemnify 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 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 comiection 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 terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 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. Exhibit 4 29A-10 RECOMMENDED FOR APPROVAL By: Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA M Attest: 12 Cynthia Kurtz Interim City Manager Maria D. Huizar Clerk of the Council Approved as to Form: By: g4w lILL , T,,J J6k. M. Funk Assistant City Attorney HERITAGE MUSEUM OF ORANGE COUNTY, a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name Title Exhibit 4 29A-11 29A-12 CITY OF SANTA ANA DONATION AGREEMENT WITH RAINLVIAIER EFFECT 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on SEPTEMBER 5, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and RAINMAKER EFFECT, a California 501(e)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 in PROVIDING SUPPORT FOR ON-GOING SERVICES TO THE SEGERSTROM HIGH SCHOOL FOOTBALL TEAM, WHICH PROMOTES HEALTH, FITNESS AND ACADEMICS. ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER TINAJERO, believes there is a public purpose in supporting the Community Benefit because it will provide YOUTH AND FAMILIES WITH A SENSE OF COMMUNITY PRIDE, FITNESS, HEALTH. 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 TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. 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. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. 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. 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 funds will be used for a purpose which may cause a significant risk of Exhibit 5 29A-13 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 Cfty. 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 and harniless 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, oinissions, 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/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 terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 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. Exhibit 5 29A-14 RECOMMENDED FOR APPROVAL CITY OF SANTA ANA By: Robert C. Cortez By: Deputy City Manager City Manager's Office Attest: Cynthia Kurtz Interim City Manager Maria D. Huizar Cleric of the Council Approved as to Form: By: kk: Funk Assistant City Attorney RAINMAKER EFFECT, a 501(c)3 NON- PROFIT ORGANIZATION By: Signature Name Title Exhibit 5 29A-15 29A-16 CITY OF SANTA ANA DONATION AGREEMENT WITH HERITAGE MUSEUM OF ORANGE COUNTY 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on SEPTEMBER 5, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and HERITAGE MUSEUM OF ORANGE COUNTY, a California 501(e)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 in PROVIDING YOUTH WITH A SUGAR SKULL CLASS AS PART OF THE DIA DE LOS MUERTOS AND HALLOWEEN SPOOKTACULAR EVENT SCHEDULED TO OCCUR OCTOBER 27, 2017 AT THE HERITAGE MUSEUM OF ORANGE COUNTY ("Cormnunity Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER TINAJERO, believes there is a public purpose in supporting the Community Benefit because it PROVIDES A FREE COMMUNITY ACTIVITY THAT PROMOTES POSITIVITY, A CULTURAL EXPERIENCE, and EMPHASIZES COMMUNITY PRIDE. 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 FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. 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. 3.2 Tenn Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City tenninate 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. Notwithstanding the foregoing, the indermification provisions of this Agreement shall survive any expiration or termination of this Agreement. Exhibit 6 29A-17 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds 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 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 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 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 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/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 terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 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. Exhibit 6 29A-18 RECOMMENDED FOR APPROVAL CITY OF SANTA ANA 0 Robert C. Cortez By: Deputy City Manager Cynthia Kurtz City Manager's Office Interim City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: By: U rf/in ✓- ��w�/` J M. Funk Assistant City Attorney HERITAGE MUSEUM OF ORANGE COUNTY, a 501(c)3 NON-PROFIT ORGANIZATION By: Signature Name Title Exhibit 6 29A-19 29A-20