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HomeMy WebLinkAboutSANTA ANA POLICE FOUNDATION (SAPF) 1 - 2010SAPAAL SANTA ANA POLICE AND ATHLETIC LEAGUE N-2010-004 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA POLICE FOUNDATION FOR THE BENEFIT AND SUPPORT OF THE SANTA ANA POLICE AND ATHLETIC LEAGUE t~~ THIS AGREEMENT, made and entered into this ~ q day of January , ZO10, by and between the City of Santa Ana ("CITY"), a charter city and municipal corporation duly organized and existing under the Constitution and law of the State of California, and The Santa Ana Police Foundation (`SAPF"), a California non-profit public benefit corporation, organized for the purpose of supporting unbudgeted programs such as the Santa Ana Police and Athletic League (` SAPAAL"), unbudgeted equipment and disaster preparedness efforts through charitable fundraising. CITY and SAPF are collectively referred to as the "PARTIES". RECITALS: A. Whereas, CITY owns and operates for the public benefit the SAPAAL Center at 2627 W. McFadden, which is under the management and control of the Police Department, which is a department of the CITY. B. Whereas, SAPF was formed from a group of businesses owners and executives that participated in the Police Department's Business Emergency Response Team program since 2006. C. Whereas, SAPF incorporated in 2009 as a California non-profit public benefit corporation. D. Whereas, it is the PARTIES' desire to recognize SAPF's important role in promoting the continued safety of the public and the police officers through fundraising, marketing, special events, and similar activities, and developing financial support for the unbudgeted equipment/items and the program. NOW THEREFORE, the PARTIES agree as follows: 1. DUTIES AND RESPONSIBILITIES OF CITY A. Ownership and Operation of the SAPAAL CITY owns the SAPAAL property at 2627 W. McFaddden, as well as the infrastructure and any/all equipment within the building. Any/all assets purchased by the SAPF and donated to the SAPAAL become the property and sole responsibility of the CITY. The operation of SAPAAL is the responsibility of the SAPAAL Director. 2. DUTIES AND RESPONSIBILITIES OF SAPF A. Organizational Structure SAPF shall maintain a board of directors as may be provided by its articles of incorporation and by-laws. SAPF shall provide that the Chief of Police or his/her designee shall be an ex-officio, non-voting member of the SAPF Board. At its sole discretion, SAPF may appoint an Executive Director who shall act as the primary liaison between the CITY and SAPF, and shall maintain frequent communication with the CITY so that the CITY and SAPF can coordinate SAPF fundraising activities and community activities. B. Membership SAPF is hereby recognized as the official support group for the Police Department, and is authorized to solicit affiliation in its organization based on such status. SAPF may organize and sponsor special events for its members, for the purposes of fundraising, marketing and promotion, educational purposes, and benefit of membership, subject to the approval of the Chief of Police or his/her designee. C. Community Outreach SAPF may conduct community outreach programs that serve to promote public safety and advance the goodwill of the Police Department. The Chief of Police must approve educational activities and materials. D. Marketing and Promotion SAPF will take the lead in public relations activities, including issuing press releases related to membership acquisition, fundraising activities, and special events related directly to SAPF. Such activities shall include, but not be limited to: marketing, advertisement and promotional materials; Public Service Announcement materials, including videos; and production and management of SAPF's Web page. Press inquiries not related directly to the SAPF activities shall be referred to the Chief of Police or his/her designee. E. Use and Distribution of Fundraisin Proceeds and Membership Fees All funds received by SAPF, including the net proceeds of all SAPF fundraising activities, shall be used exclusively for and expended for the benefit of the SAPAAL, Police Department or the Business Emergency Response Team. SAPF shall disclose in all solicitations and membership requests that it is raising funds for the SAPAAL, the police department, the Business Emergency Response Team, and that a portion of the funds will be used for SAPF administrative costs. 2 Any monetary proceeds donated by the SAPF will be deposited in a restricted CITY special revenue account to be used by the CITY solely for the purpose indicated by the SAPF with the approval of the Chief of Police and his/her designee. Equipment donations shall be received directly by the Police Department's Central Distribution Center and the direction of the Chief of Police or his/her designee and logged in the department's equipment inventory. The equipment shall then become the sole property and responsibility of the police department. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2010, unless extended by option. This Agreement may be extended by operation of two one-year optional extensions, unless terminated earlier in accordance with Section 7 .. below. Each one year option may be exercised in writing executed by the Chief of Police and the City Attorney. 4. REPORTS A. CITY Reports to SAPF Each year, within sixty (60) days of approval of SAPAAL's fiscal operating budget by the City Council, the Chief of Police, or designated representative, will present to SAPF a copy of SAPAAL's operating budget. Each year, and within sixty (60) days of the close of the fiscal year, CITY shall provide SAPF with an annual income and expenditure statement. B. SAPF Reports to CITY Each year, within 60 days of approval by the SAPF Board of Directors, the SAPF Executive Director will present to the CITY a copy of SAPF's annual operating budget. Each year, and within sixty (60) days of the close of the calendar year, SAPF shall provide CITY with an annual income and expenditure statement. C. AccountinE Systems, Funds and Accounts The PARTIES will work together to establish a system of funds and accounts so that the financial conditions and status of each is clearly comprehensible to both organizations. 5. AUDITS OF BOOKS AND RECORDS The CITY, using its own staff or an independent accounting firm and generally accepted accounting principles, shall have the right, at its expense, to audit all SAPF books and records annually. Likewise, SAPF, using an independent accounting firm and .generally accepted accounting principles, shall have the right, at its expense, to audit annually the CITY's books and records related to funds transmitted to the CITY by SAPF. CITY retains right to audit SAPF administrative costs and other costs used to maintain the SAPF organization. 3 6. RELATIONSHIP This Agreement is not intended nor shall it be construed to create an employer-employee relationship. However, the services to be provided shall be provided in a manner consistent with all applicable standards and regulations governing such services. 7. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and To SAPF: Chief of Police City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 4 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 8. INDEMNIFICATION PARTIES agrees to and shall indemnify and hold harmless each other Party, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Party or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The PARTIES further agree to indemnify, hold harmless, and pay all costs for the defense of the other Party, including fees and costs for special counsel to be selected by the other Party, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Each Party may make all reasonable decisions with respect to its representation in any legal proceeding. The Parties further agree that the indemnities herein provided shall not extend to any claims for personal injury, property damage, just compensation, restitution, judicial or equitable relief resulting from the failure of any product(s) acquired and donated by the Santa Ana Police Foundation to the Santa Ana Police Department to perform in manner for which it is intended or resulting from known or unknown product defects. 9. INSURANCE SAPF and the Board members, Trustees or Officers are additional insured under the CITY's $10 million general liability policy. 10. TERMINATION, AMENDMENTS, BREACHES, AND DEFAULTS This agreement may be terminated by either party for any reason, with or without cause, upon 30 days' written notice. 11. ASSIGNABILITY AND ENTIRE AGREEMENT SAPF shall not assign or transfer interest in this Agreement, whether by assignment or novation, without the prior written consent of the CITY. 12. GOVERNING LAW The Parties agree that all applicable Federal, State, and City laws and regulations pertaining to solicitation of funds and non-profit organizations shall be complied with. In addition, SAPF must also comply with all applicable Federal, State, and Local laws, including, but not limited to, employee discrimination, ADA, and Bidding of Public Projects. IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement the date and year first above written. ATTEST: r-~} ~ ~: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: JOSEPH W. ETCHER City Atto ey By: Ry o e Dep y City ttorney RECOMMENDED FOR APPROVAL: SANTA ANA POLICE DEPARTMENT PAUL M. WALTERS Chief of Police CITY OF SANTA ANA f~~' DAVID N. REAM City Manager SANTA ANA POLICE FOUNDATION W L ~ .,~j-.~- 36 -- ~b,r 3 f°9rs Employer ID # or Individual SS # 6