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Home My WebLink AboutDOWNTOWN INC.-2017N-2017-122 ,k6 P�G- R 9y7 0:COA0 2/ 1. PARTIES AND DATE This ]Donation Agreement ("Agreement") is entered into on this -Lday of rT"' 2017, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution .and laws of the State of California ("City") and Downtown Incorporated, a 26 U.S. Code section 501(c)(6) non-profit organization ("Recipient's. City and Recipient are sometimes individually referred to as "Party" and collectively as "Tattles" in this Agreement. 2. RrCITAGS 2.1 Community 13 no t. The City wishes to provide Recipient with funding to assist Recipient with the 2017 Santa Ana Media Summit in Downtown Santa Ana an Wednesday, July 12, 2017. The sponsorship will cover the cost of event expenses including marketing, venue rentals, and event production management. The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding for such program. 2.2 Publio Putvosc. The City believes there is a public purpose in supporting the Community Benefit because the 2017 Santa Ana Media Summit will bring together local print, radio, blog and social media reporters, editors and experts who will introduce commurdty and business attendees to media and public relations topics such as: How to Oct Press Coverage, Latino Media, and how current topics impact pumeptions of Santa Ana to connect local businesses and the community with the use of social media, press ,and content to promote their business, cause or project. 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 Five Thousand Dollars ($5,000.00) 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 Expense Budget attached hereto as Exhibit A and incorporated herein by this reference. 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 unless and until termhtated 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 Agreemant, 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 annun. CITY of SANTA ANA DONATION AGREEMENT - 2017 SANTA ANA MEDIA SUMMIT Page 2 of 3 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. 3.4 No Ovorsl9t 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 Inde—m ification. 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, cmissions, 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 Agreemcnt, 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 negligenco, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient' 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 Orin enforcing the indemnity herein provided. Recipient' 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 Fntire ContractAModification. 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. CrrY OF SANTA ANA DONATIONAGREEMENT-2017 SANTA ANA MEDIA SIJlV MT Page 3 of 3 3.7 Authority LQ tenter 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, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Gz Lz'- AD. HUIZAR �E APPROVED AS TO FORM: SONIIAAoqAR�ALHO C%ty o �l By: . Ryan Robert . Corte Acting Executi e Dire ar Community Development Agency CITY OF SANTA ANA c HIA I. If Z Interim City M ager "RECIPIENT" DOWNTOWN INCORPORATED Name:��1_�t�� Title: SANTA ANA MEDIA SUMMIT 2017 Exhibit A - Donation Agreement (2017 Santa Ana Media Summit) WED, JUN 26TH COSTS Event Production Management $2,500 Sponsorship Development & Sales $2.500 Event Marketing $750 Audio Visual Rentals $x,500 Venue Rentals $1,000 Event Staffing $1,000 T -Shirts & printing $750 Misc. Supplies $500 Speaker Stipends $500 Translation $500 TOTAL COST $12500 REVENUES City sponsorship $5.000 (goes towards rental costs, printing & marketing & event production management) SABCSponsorshlp $2500 DTI Sponsorship $2500 Sponsorship Sales $2,500 TOTALREVENUES $12500 IN-KIND VALUE Speakers Contribution $6,000 Venues Contributions $3,000 Supplier Discounts $3,000 Volunteers $2.000 Subsidized Ticket Cost $4,000 Marketing Value $27,500 Attendee DT Spending $2.500 TOTAL IN-KIND VALUE $50,000