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Home My WebLink AboutDOWNTOWN INC. (2)-2017(e -AF— fir! `�,ceti9x C�' CITY Or SANTA ANA (DONATION AGREE, MFNT WITH DOWNTOWN INCORPORATED 1. PARTIES AND DATE This Donation Agreement ("Agreement') is entered into on this 17- day of au" -Q- 2017, by and, between the City of Santa Anat a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City'l and Downtown Incorporated, a 26 U.S. Code section 501(c)(6) non-profit organization ("Recipicaf" . City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Comununity Benefit. The City wishes to provide Recipient with funding to assist Recipient with the 2017 Downtown Community Open House at the Frida Cinema in Downtown Santa Ana on August 9, 2Ot7. The sponsorship will cover the cost of event expenses including rental costs, printing & mailing, 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 Public Purpose. The City believes there is a public purpose in supporting the Community Benefit because the 2017 Downtown Community Open House will bring together local community businesses and downtown stakeholders to share in the progress of the Downtown area and providing information for the attendees on how to participate, connect and work with each other and the City. 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 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 (lie funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the fluids 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 fiords pursuant to Section 3.2 below. 3.2 Term: Termination of Aareement. 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 aria 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 wall as interest at the rate of ten percent (101/4) per annum. N-2017-123 CITY OF SANTA ANA DONATION AGREEMENT -2017 DOWNTOWN COMMUNM OPEN Haase 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 g Other Qbligationa. 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 Oversiaht 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 hd9M_nMJ 0tion, 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 bold City and its officials, officers, employees, agents and volunteers free and harmless frorn 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, includingwrongfui death, in any manner arising out of or incident to any and all sets, 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 Recipients 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' 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 audit 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 enforeing the indemnity herein provided. Recipient° obligation to indemnify shell not be restricted or limitedby 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 ContraotlModificalig . 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 onlyby written agreement signed by bout parties, CITY or• SANTA ANA DONATtON AGREEMENT -2017 DOWNTOWN COMMUNITY OPEN HOUSE Page 3 of 3 3.7 Authorily to Enter reement. 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. ATTEST: Q M AItI,A D, WOIZZ.AR, 't Clork of the Council APPROVED AS TO FORM: SONIARVALk1O City o ey n By: — Ryan Robert C. Cortez Acting Executive Director Community Development Agency CITY OF SANTA ANA "RHCTE'IEIVT" DOWNTOWN INCORPORATED Nance: f Title: YL E t. K point Y � td a5 »:Y 6 ' � {; F ' ��'� � •�11 M Ygym d 4� R'• � .7`✓. x Jn 14, l Yom, j k t f �rro y }3t Ikt� J `a v� Yt. u !a lJ YL E t. K point Y � td a5 »:Y 6 ' � {; F ' 1 W $ < x Jn 14, l Yom, j k t f �rro y }3t `a