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HomeMy WebLinkAboutFRIDA CINEMA, THE (13)City of Santa Ana °;-- Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with? Na, IV-2022-003 was completed on .= (List all amendments. Use space below if needed.) i:�agreemenisvormstform - agreement terminati©r form_pidenrod.doc COTC office Use only City of santa Ana JAN 117024 City Clerk's OiflW and final payment has been made. Department: d' sr Phone/Ext.: V` Signature: Date: w ' L INSURANCE NOl'REQUIRED ® WORK MAY PROCEED CLERK OF COUNCIL t DATE: 0 '. G A (;l MV%L Z) (W) 1. PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT N-2022-003 This Donation Agreement ("Agreement") is made and entered into this 20th day of December, 2021, 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 California ("City"), and The Frida Cinema, a 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. RECrrALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient with Classics on French, a monthly film series of cinema classics presented on French Street ("Community Benefit"). The Request for Sponsorship Funds is attached hereto as Exhibit A and incorporated herein by reference. 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 a low-cost family - oriented event that will showcase iconic films for all ages ranging from classics like Casablanca to children's favorits such as The Muppet Movie. 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 EIGHT THOUSAND, FIVE HUNDRED, FORTY-THREE DOLLARS ($8,543) for this event because the City has determined that there is a public purpose to be served in supporting the Community Benefit. 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. 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 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 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 voltmteers. 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 o 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 individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party, CITY OF SANTA AN.A DONATION AGREEMENT N-2022-003 Page 3 of 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: — For Rygn O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: Lr I` Steven A. Mendoza CITY OF SANTA ANA Kristi e Ridge City Manager ARTIST: � r �-Sign Print Name: Logan Crow, for THE FRIDA CINEMA Address: 305 E. 4th Street STE 100, Santa Ana CA 92701 Assistant City Manager Executive Director, Community Development Agency CITY OE SANTA ANA DONATION AGREEMENT Page 4 of EXHIBIT A Request for Sponsorship Funds City of Santa Ana Powered by Submiltable Title 0008 11/08/2021 by Logan Crow in Arts & Culture - Special Event id,21748645 Sponsorship Request Form (SESRF) - 2021 logan@thafridaGinema.org Original Submission 11/08/2021 Name of Primary Logan Contact Crow Contact Title Executive Director Name of Entity The Frida Cinema (organization, business, neighborhood association) Check the box that Nonprofit 501(c)(3) applies to your entity: Additional Applicant r, Names (if applicable) Physical Address 305 E. 4th Street STE 100 Santa Ana CA 92701 us Mailing Address 306 E. 4th Street STE 100 Santa Ana CA 92701 us Phone +13234287411 Email log an@thefridacinema.org Website http://thefridacinema.org Event Name/Title Classics on French Event Date(s) January 20th, February 17th, March 17th, April 21st, May 19th, June 16th, 2022 (Third Thursdays of the month) Is this event open to Yes the public? Event Location(s) Calla Cuatro Plaza and French Street, between 4th and 5th Streets, Downtown Santa Ana What city ward(s) will Ward 6 the event be located (click on link below to find wards)? Number of expected 200-300 per event attendance for your event Brief Description of After a pair of successful Fall 2020 outdoor cinema events involving Project the closure of French Street, wherein our organization hosted screenings of family classic "Fantasia" and Halloween -season favorite "Donnie Darko" for audiences right on the street and adjacent Calla Cuatro Plaza„ The Frida Cinema wishes to continue with a monthly series, held on the 3rd Thursday of every month, of cinema classics presented on French Street. "Classics on French" will be available at lowticket costs to the public, and will showcase Iconic films for all ages ranging from classics like "Casablanca" to children's favorites such as "The Muppet Movie." Describe the Classics on French will provide a unique opportunity for our community benefits community to come together in an exciting al fresco Downtown of this event environment and enjoy an evening of cinema under the stars, an experience particularly valuable after our recent difficult period of Insulation and lack of access to public, shared experiences for taking In the arts. As is our standard, our organization will work with neighboring businesses and organizations to Identify opportunities for partnerships, such as inviting local restaurants to participate either on -site or by providing discounts and/or special menu items for guests of the films; inviting local artists to set up booths to share their creations with our audience; and Identifying thematic parallels to invite fellow non-profit, educational, and cause -based groups to partner with select screenings and share their missions to new eyes and ears. Amount Requested 15000.0 "Proposed Use of Each of these events will total $2,335 in production costs. This Funds breaks down per -event (based on recent permitting fees for the same event and venue) as: $159 for Parks and Recs permit (necessary for Calla Cuatro Plaza); $422 for City of Santa Ana event permit (necessary for French Street); $184 for 4C Health permit (necessary for food presence); $360 for street closurelbarricades; $300 for security guard; $910 for AN and support staffing; and $300 for film licensing. At six events, this totals $14,010, The additional $990 would be used to produce marketing materials to promote the series, such as postcards, flyers, and soctal media graphics and ad -buys. By submitting this I agree application, I have read and agree to be bound by the terms and conditions of the Sponsorship Policy Found on the website: https://www.santa- ana.org/cd/arts- culture-office/s peclal- event-sponsorship- policy