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INSURANCE NOT ON FILE WORK IMY N®T PROCEED CLERK OF COUNCIL DATE: J AN 0 5 2D22 (MDv1'IuUe.L�I. ri(Av PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT WITH DOWNTOWN INCORPORATED N-2022-378 This Donation Agreement ("Agreement") is entered into on December 22, 2022, by and between the City of Santa Ana, a municipal corporation ("City") and Downtown Incorporated;- Inc, a California non-profit corporation ("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 for the PLAZA NAVIDENA EVENT and TREE LIGHTING that was held on November 19, 2022 ("Community Benefit") and further detailed in Exhibit A, attached hereto and incorporated 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 Purpose. The City believes there is a public purpose in supporting the Community Benefit because it assists the DOWNTOWN INCORPORATED, INC. IN PROVIDING ENTERTAINMENT FOR THE ANNUAL PLAZA NAVIDENA CELEBRATION THAT PROMOTES COMMUNITY PRIDE AND UNITY. 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. TERNIS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500), 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 injury, Pagel of 3