HomeMy WebLinkAboutFRIDA CINEMA, THE (4)INSURANCE NOT REQUIRED N-2020-107
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CLERK OF COUNCIL
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21,'$ uI l e, "-'YV - CatekCL s AGREEMENT
CITY OF E
)o�� DONATION AGREEMMENT
1. PARTIES AND DATE
This Donation Agreement ("Agreement") is made and entered into this 13th day of June,
2020, 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 The Frida
Cinema, a California 501(c)(3) non-profit organization ("Recipient"). City and Recipient are
sometimes individually referred to as a "Parry" 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 Downtown Santa Ana Movie Drive -In events that will occur six times during
2020 beginning June 2020 at the Ebell Theatre and/or First American Title. The sponsorship will
cover a portion of the expenses to produce the event and provide free admission tickets to a few
Santa Ana families per 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 Movie Drive -In will provide a safe and entertaining opportunity for
community while upholding social distance during the COVID-19 pandemic. The event is open to
the public, provides family friendly entertainment, and economic booster for the Downtown, as well
as promotes community pride. 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
ONE THOUSAND, SIX HUNDRED DOLLARS ($1,600) for these events 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 from the Recipient attached 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 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 of ten percent (10%) per annum.
Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any
expiration or termination of this Agreement.
CITY OF SANTA ANA
DONATION AGREEMENT
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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 that 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 Oversight 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 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
business and to execute, deliver and perform this Agreement. Each Party warrants that the
N-2020-107
CITY OF SANTA ANA
DONATION AGREEMENT
Page 3 of 4
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
DAISY 01 MEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: _ Qe —
Ryan O. dg
Assistant ityttorney
RECOMMENDED FOR APPROVAL:
��
STEVEN A. MENDOZA
Executive Director— CDA
�0
Kristine Ridge
City Manager
I t D : 1►1 u
Executive D/ector
Tax ID #: 27-0950151
CITY OF SANTA ANA
DONATION AGREEMENT
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EXRMrr A
The Frida Cinema
305 E. 4th Street, Suite 100
Santa Ana, CA 92701
Art: Logan Crow
Bill To:
City of Santa Ana
Att: Julie Castro -Cardenas - Downtown Liaison
20 Civic Center Plaza - 6th floor
Santa Ana, CA gz7or
(714) 6733619
jcastro-cardmas@santa-ana.org
Invoice i
Jwie S, 2o2o
Sponsorship Donation for the Movie Drive In events in Downtown Santa
Ana, to help cover the cost of promotion and marketing of event and
downtown businesses, and 2-4 admission tickets per event, contingent upon s i,600.00
venue size at Ebell Theatre or First American Title.
Total S i,600.00