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Home My WebLink AboutONE OC 2 - 2017G),Dho) L PAwrms AND DA'T'E CITY OF SANTA ANA DONATION AGREEMENT MTHEW 1- This Donation Agreement ("Agreement") is made and entered into this /0 day of October, 2017, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and the laws of the California CCfty"), and OneOC, 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 DTSA Farmers' Market offering increased access to fresh fruits and vegetables, high quality artisan goods, local entrepreneur opportunities, and family friendly community activities ("Community Benefit"). The Downtown Event Sponsorship Request is attached hereto as Exhibit A and incorporated herein by reference. The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Pun - )ose. The City believes there is a public purpose in a farmers' market offering locally and organically grown produce, artisan foods, nutrition and wellness education, and family activities. 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 THOUSAND, FIVE HUNDRED DOLLARS ($5,500Y for this ongoing program, 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 term% 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, 12 Tenn: Termination of Agreement. This Agreement shall take effect on the (late first �—- -- above written and remain in eftlect unless and until terminated by the City, The City has the night to terminaw this Agreement upon one days 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 hotcrest at the rate of tett percent (10%) per anotura. Notwithstanding the foregoing, the, indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Qllje�Qbli 4tf2ns. 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 ride of CiaTOF' SANTA ANA DONATfON A(azE, mrNT Page 2 of 4 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and Participant waiver/release protections. TItis 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 said with provisions acceptable to City. 3.4 No Cyvcrsi t IM—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 ni Indem ,gin --fication, Recipient understands, acknowledges and agrees that Recipient shall assuine 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 peribrmance 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, a&7ci-its,orvolunteers. 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 surviveanyexpiration or termination of this Agreement. 3.6 Entire Contract/Modification. --�A—)fication. 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 cojiditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties, 3.7 AullInrity-t—ORI-Ittr-Am regiment. 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, CITY OF SANTA ANA DONATION Ac.RrFIVIENT Page 3 of 4 CITY OF SANTA ANA IM Attest: Approl, By: Manager 1,110 W1 P, 11, A Name N-2017-215 ARIA D H.U2AII --- Title CLERK OF THE COUNCIL 011401 C, a 501(c)(3) NON-PROFIT ORGANIZATION By: Si iature Name CITY Or SANTA ANA DONATION AGREEMENT Page -4 of 4 EXHIBIT A Downtown Event Sponsorship Request City Of Santa Ana Community Development Agency — M-25 Downtown Event Sponsorship Request 20 Civic Center Plaza, 61h floor Santa Ana, CA 92701 (714) 647-5479 • e e • e Name. Sonora Ortiz Title: Market ManagerlExecutive Director Address: 1909 E.4th 8t, Ste. 100 City, State, Zip: Santa Ana, CA _ Phone. 714.837.6634 Email; info(atdtsafarmersmarkef.com ILIa e e Name: aneoc Tax-Exempt Status: Is your organization a non-proftt or public tax-exempt organization as defined under Section 501(c)(3) of the Internal Revenue Code? Select One: Ye.–.X— No--- __— if yes, Tax ID #: _95-2021700 If no, you wilt only qualify for a credit for City-related costs for your request (i.e. permit fees, staff time, rental rates for facilities or equipment, etc,). Costs for City services vary and if approved, credit may or may not cover full cast of requested City services. 4 • • O � O Direct Payment Amount Requested ($}: _5500.00 —_ City Services Credit Amount Requested Evens' Name. D`FSA Farmers' Market Event Date: recur,ing undays _ Event Time- loam-2pm Event Location; 2nd Street Promenade, between Sycamore & Broadway_ Description Of Event/Purpose- A farmers' market offerinca local) and ar anicaily grown prncluce, artisan foods nutrition &wellness education and family activitaesWlC & EBT are accepted and we also offer Market Match, allow n",ggp e tc? "double" their CaWresh ptsrchasi�ng•powec up tQ115 eve wry eek. Community Benefit; increased access to fruits &vegetables; hipfi aualitY_artisan Foods and crafts looal entre eneur n ortunities, and family-Friends community activities. WICiEBTlMarket Match programs, as well as multi-ImgL al adve[h� [ncr and 9uta@gh make the market widely accessible._, ____ Applicant Signature: 4 C- �_ _._ Date: 29 1u 2ai7 --- Return completed form to Yicta,i Negrete at: vnegrete@santa-una.org