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HomeMy WebLinkAboutMUSICIANS' CLUB OF ORANGE COUNTYINSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK N-2023-333 DATE: DEC 11 2023 CITY OF SANTA ANA DONATION AGREEMENT 1. PARTIES AND DATE This Donation Agreement ("Agreement") is made and entered into this 27' day of November, 2023, 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 Musicians' Club of Orange County ("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 "Main Street Community Concert Series" ("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 providing a platform for live music to be a tool of community connection, youth education, and monetary relief to musicians. In addition to six free performances by professional musicians, each concert will open with a student band, providing an opportunity for them to perform and be mentored. 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, THREE HUNDRED AND FORTY-THREE DOLLARS ($8,343) 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. CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 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 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 mud 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 A 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 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 4 N-2023-333 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: 1 NNIFE L. LL APPROVED AS TO FORM: CITY OF SANTA ANA YwR i Minas R. Hatch Interim City Manager SONIA R. CARVALHO RECIPIENT: City Attorney B Gt�t4 LltC�u'�/macGI�WVI` (.J Andrea Garcia -Miller TAMMY NORE O Assistant City Attornev Musicians' Club of Orange County 2050 S. Main Street Santa Ana, CA 92707 RECOMMENDED FOR APPROVAL: A44Z 0�� 4e,�- MICHAEL L. GARCIA Executive Director, Community Development Agency CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 4 EXHIBIT A Request for Sponsorship Funds City of Santa Ana Powered by Submitiablc Title 0045 11 /03/2023 by Terran Noreyko in Arts & Culture - Special id. 44607899 Event Sponsorship Request Form (SESRF) - 2023 terran@ocfnusicians.org Original Submission Name of Primary Tammy Contact Noreyko Contact Title Corporate Secretary Name of Entity Musicians' Club of Orange County (organization, business, neighborhood association) Check the box that Nonprofit 501(c)(3) applies to your entity: Additional Applicant Names (if applicable) Physical Address 2050 South Main Street Mailing Address Phone Email Website Event Name(Title Main Street Community Concert Series Event Date(s) December 2023-June 2024 Santa Ana California 92707 us 2050 South Main Street Santa Ana California 92707 us 4-17145468166 tammy@musicianscluboc.org 11 /03/2023 Is this event FREE Yes and OPEN to the public? Event Location(s) 2050 South Main Street, Santa Ana CA 92707 What city ward(s) will Ward 6 the event be located (click on link below to find wards)? Number of expected 75 Attendees per Concert; 450 Attendees per Conceit Series attendance for your event Brief Description of With a mission to utilize live Music as a tool of community connection, Project youth education, and monetary relief to musicians, the Musicians' Club of Orange County will produce the Main Street Community Concert Series. Six performances, free and open to the public, will honor the dedicated work of musicians who provide cultural enrichment and enhance Santa Ana's vibrant creative community. Each concert will open with a student band, providing an opportunity to perform and be mentored. The series will occur at the Milton Foster Concert Hall, the only live music venue on Main Street, from December 2023 through May 2024. Describe the The Musicians' Club of Orange County is a 5010 organization that aims to community benefits promote the general welfare of musicians Within Orange County. of this event Established in 1971 and incorporated in 2018, our mission is to prornoto within the general community the value of music and enrich the livelihood of musicians. We engage in community concerts, whose funding provides financial assistance to musicians and scholarships to music education programs and students of music. Our ultimate vision is to cultivate within the Orange County Community a narrative of music appreciation, educational enrichment, and devotion to uplifting the artists that society turns to when looking for an outlet of joy, grief, and all emotions in between. The Musicians' Club of Orange County aids the almost 900 members of the Orange County Musicians Union, AFM Local 7 — those of which this organization provides and will continue to provide assistance to as we build up the arts community already alive in Santa Ana and Orange County overall. Our team has thus far been sponsoring a valuable set of community concerts through the Orange County Legends of Jazz Concert Series. There have been seven concerts produced in this series throughout 2022- 2023. We would like to offer a concert series similar in structure to the Legends of Jazz, but offer it free and open to the public. Featuring musicians Of all Musical styles and genres, the Main Street Community Conceit Series will bring energy and culture to the streets Of Santa Ana with one concert a month. We will have a student band opener, offering the youth of Santa Ana the opportunity to see and work alongside professionals within the field they are pursuing. Not only would these young people experience a professional demonstration of their craft, but all would be celebrated because of it. The environment created around this concert series is one that will promote youth in the arts, build mentorship opportunities, and provide a space to showcase hard work. Within this environment, musicianship will be seen as a valid and important livelihood that gathers people in a unique and necessary way — community will be built in more ways than one. The revenue made through these concerts through food and beverage sales and voluntary donations to the 5016 itself will serve the people who brought it in in the first place. Through the OC Legends of Jazz Concert Series, the Musicians' Club of Orange County has had the specific results of awarding $4,000 in music scholarships for students of music, as well as $22,000 in relief grants for musicians struggling during and after the COVID pandemic. Our vision is to offer a concert series that will become a community staple and raise donations to continue the work of this nonprofit. These events will be a place for all to experience and become educated on music in a way unlike others, raise funds to aid the musicians we work hard to celebrate, and properly compensate said Musicians who make such art and development possible within a city brimming with culture. This concert series will promote music and art while bringing the community together within the Historic South Main Business District. As the Main Street Community Concert Series moves forward, it will increase the foot traffic in this area of Santa Ana which, in turn, will increase the revenue in the city. It will also continue to create a healthy narrative around live music being something to celebrate together within the Milton Foster Concert Hall -- a building that has served thousands of members of the community throughout the years. The Musicians' Club of Orange County has always had a background of solving foundational problems within the live performance occupation. During COVID, it was almost impossible for musicians to perform safely, but because of the Musicians' Club, over twenty concerts were able to be safely performed and streamed online. This solution gave a large population of workers the ability to keep working and earning, while filling the need for the Cultural enrichment that was falling away during a time of great isolation. The Main Street Community Concert Series will exemplify this same Motivation and will offer musicians the fair wages they deserve, offer students the ability to perform and enjoy professional performances, and offer the community the environment to celebrate art. The Main Street Community Concert Series will supply these opportunities where they have not been offered before. The community benefits with these family friendly events that bring life to Main Street, offer education on musicians' livelihoods and legacies, and put art, music, and culture at the forefront. The Musicians' Club of Orange County invites You to join the 501C3 organization in ensuring musicians' economic prosperity while enriching the community with a cultural and historical environment for all ages and all musical styles through the funding of the Main Street Community Concert Series. Amount Requested 14956.26 Proposed Use of The following are the expenses for one concert in the concert series: Funds (The total of till six concerts is included at the end.) Payroll: Musicians - $102-00 x 5 Musicians = $510 Cartage - $96.00 AFM-EPF Contribution - $61.71 Employer Costs - $200 Marketing: Spark OC Promotions - $75,00 Advertising: Facebook Advertisements - $50.00 Supplies: Coffee and Supplies - $50.00 Paper Products - $50.00 Venue Rental: Milton Foster Concert Hall - $500.00 Staff: Staff Members - $750.00 Printing: Program Printing - $75.00 Supplies Rental: Linens - $75.00 TOTAL COST OF ONE CONCERT: $2,492.71 TOTAL COST OF A SIX CONCERT SERIES: $14,956,26 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/special- event-sponsorship- policy