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ARTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN
THE CITY (]PSANTA&NAAND RELA8NPAGO DEL CYEL[y,INC.
This Artist Grant Agreement ('Y\oremmant")ksmade and entered this day ofJuly, 2O22.bv
and between the City of Santa Ana, m charter City and municipal corporation organized and
to existing under the Constitution and laws of the State of California ("City"), and Re|anlpa8o del
C=1 Cia|o, Inc., a California nonprofit public benefit corporation ("Grantee") for the purpose of providing
grant funding pursuant tothe Investing inthe Artist Grant Program, City and Grantee may herein
individually be referred to as o "Party" and collectively be referred to as the "Partieo" to the
A. OnJune 17.2022.the Arts and Culture Commission reviewed all applicants and
recommended that Grantee be awarded an artist grant based onits Application for its art
project ("Project"). Atrue and correct copy ofGrantee's Application ieattached hereto en
Exhibit A and incorporated herein by reference.
B. In undertaking the performance pursuant to this Agreement, Grantee represents that it is
skilled and knowledgeable in the odo and ruKun* arena and that the Project created or
performed hereunder will be created or performed in compliance with such standards as may
reasonably beexpected from anartist,
NOW THEREFDRE, in consideration of the mutual and respective prom|oeo, and subject to the
terms and conditions hereinafter set forth, the Parties agree mafollows:
1.Term. This Acireernent aha/beeffective upon signature byboth Parties and shall expirenne
year from the date first written above, unless tarnlnmbad earlier in accordance with this
2j to Grantee's performance ofall required actions under this Agreement, City shall
provide fUnd|nA, in two disburoaments, as detailed below, of an amount not to exceed Sixteen
Thousand, Three Hundred, Ninety -Seven Dollars ($10^3U7)("GrantAmount" or°Gnao[),
2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding
amount provided above or ($8,198.50) and will be provided within thirty (30) days of the full
execution of the Agreement by the Parties along with a complete invoice submitted by Grantee,
The second and final payment will include the remaining amount of ($8,198,50) and will be issued
within thirty (30) days after the Grantee submits to the City all the proper receipts, invoiGes, and
final report for the Project.
2.3. A��rcpdate Ve�ormanoe u[MnGra
ntee vJU be dehsnninedCity in its sole discretion, Chy
reserves the right to oeaue funding after the first disbursement detailed above, and to be
reimbursed the initial payment, if Grantee's performance is determined to be insufficient or
unacceptable in the City'msole discretion,
21City represents that there ksnmcorrelation orconnection between its selection ofindividuals
for grant awards and an individual's business relationship or potential business relationship with
3. Grant Activities. Grantee agrees.
3.1. To perform the activities described in Grantee's Grant Application and Timeline submitted to
City for consideration dated May 10, 2922, a copy of which is attached as Exhibit A and
Incorporated into this Agreement as if set out in full.
3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth
as required by the Application. No personally identifiable information shall be included in any of
the Reports, except where specifically requested. The Reports shall be in a format that is
reasonably acceptable to City. City may request additional information as City, in its sole
discretion, determines is necessary to monitor performance of this Agreement. City shall have the
right to use any Reports submitted by Grantee, or any portion thereof, for any reason.
13. To maintain all perfrent financial and accounting records pertaining to this Agreement in
accordance with generally accepted accounting principles and other procedures reasonably
specified by City. Upon termination or expiration of this Agreement or request by City, Grantee
shall provide, at its expense, copies of all financial and accounting records. produced by Grantee
arising out of this Agreement.
3,4, To allow audits, compliance or special reviews and inspections, including on -site inspection,
with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or
their authorized representatives, Grantee shall provide its full cooperation for any such audit,
review or inspection, including providing timely access, for examination and copying of records
(including computerizedrecords) pertinent books, documents, papers, computer programs and
records and reasonable access to its personnel.
3.5. To ensure that any areas utilized for the Project are maintained and restored to a well -
maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times.
All equipment associated with the installation of the artwork, trash and debris shall be removed
and cleaned up on a daily basis. If applicable to the Project, Grantee shall place a drop cloth or
similar barrier on the ground below the artwork while installation is underway, which barrier shall
be removed each day upon completion of an installation session.
3.6. The Project may not contain advertising, religious art, sexual content, negative or violent
imagery, convey political partisanship or include any hidden, subliminal, or camouflaged
messages or statements of any kind or nature, Appropriateness of the content of the Project will
be determined by City in its sole discretion.
3.7. The Project may not include any breach of intellectual property, trademarks, brands, or
Images of illegal activity, and the Grantee must be the copyright holder for the Project. It is the
sale responsibility of the Grantee to obtain any and all applicable copyrights or trademarks
as iodated with the artwork for the Project.
18. To be responsible for the maintenance of the Project, which includes but is not limited to,
graffiti removal, touch-up, and restoration, for the duration of the Project's existence.
3.9. If the artwork is a mural, it must be covered in an anti-grafhtt coating at the Grantee's expense.
4. Termination.
2
4.1. City may immediately terminate this Agreement upon one or more of the following:
4.1.1. Grantee's violation of any federal, state or local law or regulation.
4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the
Application and Timeline, or any unapproved deviation from said documents that has not
been cured within 30 days of written notice of such breach.
4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require
Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee
agrees to refund to City any or all grant funds awarded under this Agreement.
5. Limitation of Liability.
5A. IN NO EVENT SHALL CITY BE, LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF
CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE ACTIVITIES COVERED HEREUNDER.
5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery,
against anyone other than City, its directors, officers, employees, agents, successors and
assigns,
5. Indemnification.
6,1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and
appointed officers, employees, members or agents from and against all claims for damages,
liability, cost and expense (including without limitation attorney's fees) arising out of or allegedby
third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of
the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for
whom Grantee is legally responsible in connection with the execution of the work covered by this
Agreement. Grantee shall have no dirty to indemnify or hold harmless the City If claims, damages,
liability, costs, expenses (including without limitation, attornety's fees) arise from the sole
negligence or sole willful misconduct of the City subsequent to declaration by the Grantee.
Grantee's obligations shall survive the termination of this Agreement.
6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims,
demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which
are or may be related to or in any way connected with the negligence or willful misconduct of its
officers, officials, employees, or agents -in connection with the creation, painting, performance or
installation of the Project hereunder,
6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such
claims and that City's right to lnciemnification shall extend to any such settlement, provided City
has given notice of such claim and its intent to settle. City's right to indemnification is in addition
to, and maybe exercised independently of, any remedy held by C ty tinder this Agreement, at law
or in equity. The indemnity provision set forth in this Agreement shall survive the termination or
expiration of this Agreement indefinitely.
7. Insurance
7.1 Prior to undertaking performance of work under this Agreement, Grantee shall maintain and
shall require Its subcontractors, if any, to obtain and maintain Insurance as described below:
a. Coverage shall be at least as broad as:
1. Commercial General liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence° basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregatelimit shall apply separately to this project/location (ISO
CG 25 03 or 25 fit.) or the general aggregate limit shall be twice the required
occurrence limit,
2. Workers` Compensation: insurance as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily Injury or disease. (Not required if Grantee
provides written verification it has no employees)
3. Broader Coverage: if Grantee maintains broader coverage and/or higher limits
than the minimums shown above, the City requires and shall be entltled to the
broader coverage anti/or the higher limits maintained by the Grantee. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City,
b. Other Insurance provisions: the insurance policies are to contain, or be endorsedto
contain, the following provisions:
1. Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
to liability arising out ofwork or operations performed byor on behalf of the Grantee
including materials, parts, or equipment furnished In connectionwith such work or
operations. General liability coverage can be provided in the form of an
endorsement to the Grantee's insurance (at least as broad as ISO Form CG 20 10
1185 or bothCG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if
later revisions used).
2. Primary Coverage. For any claims related to this contract, the Grantee's
insurance coverage shall be primary insurance primary coverage at least as broad
as ISO CG 2G 01 04 13 as respects the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers shall be excess ot the Grantee's insuranceand
shall not contribute with it.
3, Notice of Cancellation: Each insurance policy required above shall state that
coverage shall not be canceled, except withnotice to the City.
4. Waiver of Subrogation: Grantee hereby grants to City a waiver of any right to
subrogation which any insurer of said Grantee may acquire against the City by
Virtue of the payment of any loss under such insurance. Grantee agrees to obtain
any endorsement that maybe necessary to affec thiswaiverof subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
5. Self -Insured retentions: Self -insured retentions must be declared to and
approved by the City. The City may require theGrantee to purchase coverage with
a lower retention or provide proof of ability to pay losses and related investigations,
claim administration, and defense expenses within the retention. The policy
language shall provide, or be endorsed to provide, that the self -insured retention
may be satisfied by either the named insured or City.
8. Acceptability of Insurers: Insurance Is to be placed with insurers authorized to
conduct business In the state with a current A.M_ Bests rating of no less than
A:VI I, unless otherwise acceptable to the City.
7, Claims Made Policies: If any of the required policies provide coverage on a
claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the
contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (6) years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another
clairs-made policyform with a Retroactive gate prior to the contract
effective date, the Grantee must purchase 'extended reporting" coverage
for a minimum of five (a) years after completion of contract work.
8. Verification of Coverage: Grantee shall furnish the City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the
applicable policy language effecting coverage requiredby this clause) and a copy
of the Declarations and Endorsement Page of the CGL policy listing all policy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Grantee's obligation to
provide them.The City reserves the right to require complete, certified copies of all
required insurance policies, including endorsements required by these
specifications, at any time.
9. Subcontractors: Grantee shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Contractor shall ensure
that City is an additional insured on insurance required froth subcontractors,
10. Special Risks. or Clrcumstances: City reserves the right to modify these
requirements, including limits, based on the mature of therisk, prior experience,
insurer, coverage, or other special circumstances.
. General Provisions.
61
8.1, Grantee shall acquire prior written permission from City for any use of the City name or logo-
in association with the Project.
8.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of
the Agreement shall continue to be valid and enforceable.
8.8, Grantee shall comply with all governmental requirements that may now or in the future
become applicable to the activities under this Agreement.
8.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto,
contain the full understanding and agreement of the Parties with respect to its subject matter, and
o waiver, alteration or modification of any of the provisions to this Agreement shall be binding
unless in writing and signed by an authorized officer of both Parties,
8,5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no
failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under
this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute
a waiver of these provisions with respect to any subsequent bread or waiver by either Party or
its right at any time thereafter to require exact and strict compliance with provisions of this
Agreement.
8,6. Any notice or other communication required or permitted to be shade or given by either Party
pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five
() business clays after the date of mailing if sent by registered or certified US, mail, postage
prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a
confirmation of transmission is produced by the sending machine, or (iii) when delivered if
delivered personally or sent by express courier service. All notices to City shall include a reference
to the Project title.
All notices will be sent to the other Party at its address as set forth below or at such other address
as such Party will have specified in a notice given in accordance with this section;
Grantee: Relampago del Cielo, Inc.
600 W. Santa Ana Boulevard, Suite 21Q-A
Santa Ana, CA 92701
City: City of Santa Ana
Clerk of the Council (lyi-30)
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 9702
FAX (714) 647-696
3.7. This Agreement is subject to all applicabie local, State and Federal laws, This Agreement
has been executed and delivered in the State of Calffornia and the validity, interpretation,
performance, and enforcement of any of the clauses of this Agreement shall be determined and
governed by the laws of the State of California. Both Parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
8.8. Grantee agrees to comply with all applicable equal opportunity .and affirmative action laws as
appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age. national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Grantee affirms that It is an equal opportunity employer (if
applicable) and shall comply with all applicable federal, state and local laws and regulations.
8.9. Any funds provided under this Agreement that are not expended, obligated or otherwise
committed by the termination or expiration of this Agreement shall be immediately returned to
City.
8.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide
license to use, reproduce, display, distribute, and prepare derivative works, in any form or media
at the discretion of the City for the Project conceived, performed or created as a result of this
Agreement.
8.11. Grantee and any of the Grantee's agents, employees or representatives are, for a 11 purposes
under this Agreement, an independent contractor and shall not be deemed to be an employee of
the City, and none of them shall be entitled to any benefits to which City employees are entitled
including but not limited to, overtime, retirement benefits, work's conpensatlon benefits, injury
leave or other leave benefits.
8.12. Neither Party shall assign any rights or obligations under this Agreement.
8.13. Each Party covenants that it presently has no interests and shall not have interests, direct
or indirect, which wouldconflict in any manner with performance of services specified under this
Agreement.
8.14. Each Party warrants that they have executed this Agreement knowingly, freely and
voluntarily and with full knowledge of its legal consequences. All Parties involved warrant and
represent that, prior to executing this Agreement, each Party has had the opportunity to review
and consider this matter with legal counsel, and that the terms of this Agreement, and its
consequences, are fully understood by each Party.
8.15. This Agreement represents the entire agreement and understanding between the Parties,
and supersedes any and all prior agreements and understandings, between the Parties, whether
oral or written.
8,16. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective Parties to each of the terms:of this Agreement, and
shall indemnify City fui'I'y, including reasonable costs and attorney's fees, for any injuries or
damages to City in the event that such authority or power is not, in fact, held by the signatory or
is withdrawn.
(Signatures on following page
► I i
IN WITNESS WHEREOF, the Parties hereto have execute this Agreement the date and year
first above written.
ATTEST:
DAIEN GCME`=
`-Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: RYAN HODGE
Assistant City Attorney
RECQMMFNDED FOR APPROVAL:
V - i
Michael L. Garcia
executive Director
Community Development Agency
8
CITY OF SANTA ANA
=5 �
RISTINE RIDGE
City Manager
Name:
organization: Relampago delCielo, Inc.
Title:
EXHIBIT A
INVESTING IN THE ARTS GRANT PROGRAM
APPLICATION
Budget Category
Dance instructor
Dance instructor
Program director
RC Company Performance
Outdoor Sound System.
Ma&Aing and. Outreach
Oaxaca Wardrobe
Ballet FoM6rico Shoes
Delhi hi Center Facility Rental
Dollars Requested
$1,600
$1,600
$1,520
$300
$1,000
$1,000
$6,000
$2,550
$1,320
Project Total $16;890
INVESTING |NTHE ARTIST GRANT OPPORTUNITY
Event Schedule
The event timeline is reguired and must be submitted no later than August 31, 2022. An event timeline is
defined as a date or timeframe of when a proqect will be displayed or a public workshop will be held.
DATE
TIME
EVENT NAME
LOCATION
(COMPLETE ADDRESS)
ofany modification made tothe
event schedule must be submitted in writing no less than 10 days prior to the event date.
Notice shall be sent by mail or email to the address as set forth below:
Community Development Aooncy
Investing inthe Artist Grant
20Civic Center Plaza
Santa Ana, CA02731
'
'uLl
INVESTING |NTHE ARTIST GRANT OPPORTUNITY
Event Schedule
EVENT NAME
LOCATION
(COMPLETE ADDRESS)
Le, Tram
From: CTrax <certificate-request@ctraxjdidata.com>
Sent: Thursday, September 29, 2022 3:28 PIVI
To: Gdiaz@farmersagent.com; Arts and Culture; Cramer, Gabriela; rdcgrants@rdcgf.org
Subject: Internal Notice of Compliance
CITYSTAFF- PRINT 1 HIS PAGE AND INCLUDE, NN 113-11 AGREEMENT TOTCIE CLERK OFTHE COU.NCR
Contractor Relampago Del Cielo, Inc.
Name:
Project TBD (30)
Number:
-11,roject Arts And Culture Artist Grant Program Agreement Between The City Of
Name: Santa Ana And Relampago Del Cielo, Inc.
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
11193=�� MOEM
TYPE OF INSURANCE POLICY NUMBER EXPIRATION DATE C01 DATE
GENERAL LIABILITY 604334509 03/07/2023 09/15/20222
WORKERS COMPENSATION AND EMPLOYERS' 92G6U6146
L[�BILITY
Thank you,
City of Santa Ana
Risk Management Division
in pcirtnership with
CTrax Plus Services Team
9/29/2022 6:27 PM
0TV12023
06/03/22022
FILE NAME
Relampago.pff
Relampago Del
Cielo, Inc. DBA
Ballet Follctorico
COI Exp 3-7-223
RAT T)07 t 9202 2. Pd f
1