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HomeMy WebLinkAboutDOWNTOWN SANTA ANA BUSINESS COUNCIL 3 -2006 INSURANCE Nor fl~QUllltU vvorlK I"IAY PfWCEED CLC:HK OF COUNCIL DATE: OCT 2 5 2006 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND /J' C hjq 0.) DOWNTOWN SANTA ANA BUSINESS COUNCIL TO PROMOTE AND MARKET . .J~~Ar DOWNTOWN SANTA ANA (f1.f~.n;,>.) ) A-2006-229 TIlls Agreement made and entered into this 21st day of August, 2006, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City") and Downtown Santa Ana Business Council, a California corporation ("DSABC"). WIINI\aaJHH Recitals: 1. Pursuant to California Business Improvement District (BID) law (Streets and Highways Code section 36000 et. al.) as well as the requirements of the ordinance" resolutions and budget adopted thereto, the City annually receives and disburses BID funds. 2. The 2005-2006 annual BID budget, approved the City Council of the City, allocates $162,000.00 for promotions and marketing in the Downtown Santa Ana BID area. 3. A number of businesses in the BID area have formed a private nonprofit corporation known as "DSABC", in part, to better represent the interest of the downtown. TIlls non-profit corporation has expressed interest in marketing and promoting downtown Santa Ana. 5. DSABC, representing a contingency of certain Downtown businesses, acknowledges that it is qualified and willing to operate a downtown Santa Ana marketing and promotional program. DSABC certifies that the activities carried out with funds provided under this Agreement will meet one or more of the BID activities as set forth in Ordinance NS-17l5. WHEREFORE, for and in consideration of the respective and mutual covenants hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereby agree as follows: I. CITY'S OBLIGATIONS Upon execution of this Agreement, City shall provide $77,760.00 to DSABC from the . 2005-2006 annual BID assessment, to be used for the 2005-2006 marketing and promotional program ("the Funds"). II. DSABC'S OBLIGATIONS A. DSABC agrees to use the Funds to operate a promotional program, as set forth in "Exhibit A" and "Exhibit B" attached hereto and by this reference incorporated herein. 1 B. The Funds, and any interest earned by DSABC on the Funds, shall be separately accounted for apart from any other funds of DSABC, or of any principal or member of DSABC. DSABC shall, on February 1, 2007 and August 1,2007 provide City with an accounting of the use of the Funds that shall, at a minimum, incorporate copies of all invoices, canceled checks, chart of accounts and bank statements detailing how the Funds have been used and maintained by DSABC. DSABC agrees that, at the City's sole discretion, City may require an audit of DSABC conducted by a City designated accountant. DSABC shall keep records of all funds received from City under the terms and conditions of this Agreement. City and/or their representatives shall have access for purposes of monitoring, auditing, and examining DSABC's activities and performance, to books, documents and papers, and the right to examine records ofDSABC's subcontractors, bookkeepers and accountants, employees and participants in regard to said promotions program. C. DSABC acknowledges and warrants that it shall at all times comply with the laws, regulations and policies governing the use of BID funds, including but not limited to, the limitations on use of BID funds set forth in California Streets and Highways Code sections 36000 et. al. as well as the Downtown Santa Ana BID implementation ordinance, resolution(s) and/or budget(s). DSABC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees from any violation of BID law that occurs as result of failure to comply with the terms ofthis agreement or BID law. D. DSABC agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of City. E. DSABC agrees that if DSABC violates any of the tenus and conditions of this Agreement whereby BID funds were received by DSABC, or if DSABC reports inaccurately, or if on audit there is a disallowance of certain expenditures, DSABC agrees to remedy the acts or omissions causing the disallowance or repay City all amounts spent in violation thereof. F. DSABC agrees to provide City, within sixty (60) days of the effective date of this Agreement, with its current articles or incorporation and bylaws. III. TERM This agreement shall terminate on August 1, 2007, unless extended by mutual written consent of the parties. Any extension shall be in writing, and executed by the Executive Director of the Community Development Agency and City Attorney. IV. NOTICES Notices to the parties shall, WJ.Iess otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: 2 TO CITY: Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 Attn: Stephen G. Harding, Executive Director TO DSABC: Its agent for service of process, as specified by the California Secretary of State V. ASSIGNABILITY DSABC shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of City. VI. HOLD HARMLESS DSABC shall indemnifY and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnifY and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way oflimitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of DSABC, its officers, directors, employees, agents, subcontractors and suppliers arising out ofDSABC's performance of this Agreement. VII. USE OF PRIOR FUNDS DSABC shall have the right to continue to use unexpended BID funds from prior years that it has not expended pursuant to the terms of such prior agreements with the City for the purposes set forth in paragraph II ofthis Agreement. VIII. CONTINillNG OBLIGAIONS DSABC's obligations and responsibilities set forth in this paragraph, and in paragraphs II and IX(B) through (F) of this Agreement, shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as City deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of City. 3 IX. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, City shall be entitled to reimbursement for all unexpended fimds to the effective date oftermination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by DSABC of the terms and conditions of the this agreement or applicable City or State requirements. In the event of such suspension or termination, City shall be entitled to reimbursement for all unexpended fimds to the effective date of suspension or termination. X. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of BID or Fiestas fimds by DSABC and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DSABC. XI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. v~~.~~-f City Manager CITY OF SANTA ANA PATRICIA E,HEALY Clerk ofthe Council (signatures continued on next page) 4 (signatures continued from prior page) APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney DOWNTOWN SANTA ANA BUSINESS COUNCIL. CJtt~H~1t Employer ill # 5 , DOWNTOWN SANTA ANA BUSINESS COUNCIl June 15, 2005 Miguel A. Pulido, Mayor Gtyof Santa Ana 20 Civic Center Pl=l Post Office Box 1988 Santa Ana, CA 92702 RE: Businrss Improvement District De:tt- Miguel: BID Budget Advisotj' Boatrls We hereby fonnally ask: the Gry Council to recognize and appoint the Downtown Santa Ana Business Council as the BID Adv:isoty Boatrl, a non-profit oc:ganiz:>tion rep=enting the interest of the Downtown Restaur:mt Association, the Artists V&.ge NcighboIhood Association, the Loft Ncighborhood Association, and other Rebil and Professional services -Within the geogtaphic = commonly refuted to as Zone B (representing 48% of the BID funds). DowntoWn S3tlhl Ana Bnsines,o:; {.(luna Promotion.,; and Mn-keting- Plan (pro.poseQ) Budgr-t 167 975.67 1- Create a professional mridoutMAP with .u galleries/restanrantshttractions 2-Utilize and update attre,;twebsite"aplacefornrt.org"- posstbly change site so each gallery and businesses can .update their' oWn info 3- Create new "branding"/.iogo for the artists viIIagt:/restanrant association 4- Res=:ch signage improvement- create a way to reco1!f'ize/ define the boundaries of the artists village and restaurant cottidor (4- and Birch down Broadw.iy to 2'"" Street) (i.e. mve .u the street signs in a distinguished color or funky frames); update cuneot banners 5- Initiate a public art program and try to get public act installations C'Santa Ana Salon" contest) 6- Fund ncighborhood blod patty (liI:e WIlshire Square and other neighboIhoods associations) \ 7- Initiate :a r monthly event that foCuses on music B- Res=:ch cross-promotion with the Long Beach artwalk 9- Seed money to create self-funded events (Jazz Festival) 10- Create DoWntown Restaurant ~011at=>l piece and distribute to area neighborhoods 1 L General advertisement in local publications. Amendment to the 2005 Approved BID Qperatinlr &penses !Budget The Downtown Santa Ana Business Council respectfully requests that the Gty Council amend the 2005 budget in the following way: Reallocate the "Maintenance and litter Enhanoement aod .Downtown lighting" line item of $52.500 as well as the "BID Consultant" line item of $15,000 totaling $67,500 be to the general BID promotions and marketing fund. Exhibit A 'Ih=k you for your considet:ltion. = CitrCouncilMembets David Re3m. City Manager CitrOen: Patricia Whibk:er, Executive Director William R M2nis -2- Sincercly, ~A June 15. 2005 Downtown Santa Ana Business Council Bob Stewart, President Downtown Santa Ana Business Council Budget for 2006/07 Starting balance Subscriptions: Chamber, newsletters, periodicals Paperwork/filings: IRS, state, local (business license) Insurance: Director coverage + 4 major events Art Grant/patronage: 2 annual prizes based on criteria Contracted persons: legal, accounting, web Events Committee: 4 public events Marketing Committee: advertising, printing City & Outreach Committee: postage, website design & maintenance Exhibit B I .