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Home My WebLink AboutHERITAGE MUSEUM OF ORANGE COUNTY (12)INSURANCE NOT REQUIRED WORK MAY PROCEED CLERIC OF COUNCIL noyr JJL 0 2 2019 �CpA CP) ^V• �� 1. PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT This Donation Agreement (Agreement) is made and entered into this 12th day of June, 2019, 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 State of California (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 with the Santa Ana's 150'" Exhibit Opening and Mural Unveiling Reception event that occurred on Friday, June 7, 2019 at the Heritage Museum of Orange County. 'The sponsorship will cover a portion of the expenses to produce the event_ 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 the Santa Ana's 1.5011 Exhibit Opening and Mural Unveiling Reception will celebrate the City's 150"' Anniversary, showcase 150 photographs that represent 150 years of Santa Ana history, and unveil a mural that depicts the people, places, and natural elements that shaped the City's rich cultural and natural history. 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 DOLLARS ($2,000) for this event because the City has determined that there is a public purpose to be served in supporting the Community Benefit. The funds shall be spent in accordance with the request front the Heritage Museum of Orange County as Exhibit A and incorporated herein by this reference to help cover the cost of event logistics and equipment rental costs. In executing this Agreement sued 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 unless and until terminated by the City. 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 often percent (10%) per anmutt, CITIOF S.ANT'A ANA DONATION ACREEMENT Page 2 of 5 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, 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. 3A No Oversight by Cit}_ 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 CITIOF SANTA ANA DONATION AGREEMENT Page 3 of .5 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: CITY OF SANTA ANA NORMA MITRE s id „g "' Kristine Ridge Acting Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attomey By: Ryan HERITAGE MUSEUM OF O.C. KEVIN CABR�ERA Chief Executive Officer Tax ID# 95-3665050 CITY OE SAN,rA Ary A DONATION AGREEMENT Page 4 of 5 Exhibit A VLill AGE MUSE M ,�0.l _0 oR�a fic�F. C 0U f i Y_.... May 08, 2019 Dear Ms. Julie Castro -Cardenas, In honor of the anniversary of Santa Ana's 150"' year, Heritage Museum of Orange County will be unveiling a mural and a photo exhibition representing the City's long history. The opening reception will take place on Friday, June 7, 2019 from S:OOpm to 8:00pm. We would be delighted to see you and city officials in attendance! On behalf of the HeriMge Museum Board of Directors and Management Team. I would like to express our sincere appreciation for the support the City has provided the Museum We look forward to celebrating this landmark year with the City of Santa Ana. Your sponsorship will assist with printing the interpretive panels for the exhibition and provide the stage rental for the reception. Again, we are so thankful for this partnership between the City of Santa Ana and Heritage Museum of Orange County. We look forward to strengthening this partnership as we continue to serve our community by providing access to hands-on, minds -on educational experiences. Sincerely, Kevin Cabrera Executive Director Heritage Museum of Orange County 714 540-0404 ext. 224 kcabrera@heritageiiiuseumoc.org kLaigge Atme+m.o[Orne�e Cmmq'c ampssxva Nll(rJ3 ixupofi�arairaiam, Falasl TaelDNa.:95-7665050 310$ Wmt Hi -&d Street, Sx,b A® CA 92'704 I P: (714n ,n00401 I F: (714) 540.1932 ._ag � xlaarf�4aeuc.ag � FxeLook.emo''tim Illeaase,jcailaaasasIle e°ldwatefile Golden CRX' 650'CHNNNIALAIi RY., £3111.exhibit sl oucaases BA) pholttgr.aphs that reliteseaal1301ears ofSit utaa Asi a's staari And our asat rld depie s the people. plaares. and ex ent s that hauk shaalae cl the tit%'s rich caalttaa-al and aaaxI ur al hisforN. 4 RSVP at 714.540.0404 or visit upcoming events on our weiisite 4