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HomeMy WebLinkAboutDOWNTOWN INC. 1ACity of Santa Ana s ' Clerk of the Council - AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). The agreement with Pwlr� No. A-aD0 `- 01{2 was completed on 12 t 31 1 (List all amendments. Use space below if needed.) (j-a.b®°I - o4s; Revised 0412-10 COTC Office Use Only CITY OF SAM €�, },i't y7rll CLERK OFI'C . ,.. jytc , and final payment has been made. Department: CDP& Phone/Ext.: Signature: Date: INSURANCE NOT REQUIRED MAY PROCEED C-=- COUNCIL A-2009-042 nATr.. ;c, •. JUN 15 -� AMENDED BUSINESS IMPROVEMENT DISTRICT SERVICE AGREEMENT This Amended Agreement made and entered into this 41 day of May, 2009, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City") and Downtown Incorporated, Inc., a California non-profit corporation ("DI"). WITNESSETH 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 proposed 2009-2010 annual BID budget approved by the City's Community Redevelopment and Housing Commission serving the BID Advisory Board, allocates funds for, among other things, promoting the downtown and ensuring a "clean and safe" downtown through supplemental security services. 3. A number of business and property owners within the BID area have formed a private nonprofit corporation known as Downtown Incorporated, Inc., ("DI") in part, to better represent the interest of the downtown. DI has expressed interest in coordinating services for the BID. 5. DI certifies that the activities carried out with funds provided under this Amended Agreement will meet one or more of the BID activities as set forth in Ordinance NS - 1715 and the 2009-2010 Annual Report and Budget. 6. In April, 2009 the parties entered into an agreement for certain services for the BID totaling $25,000 (the "Original Agreement"). 7. On May 4, 2009, the City Council of the City of Santa Ana approved amending the Original Agreement to expand the scope of services to be provided by DI for an additional amount of $205,000. 8. This Amended Agreement shall supersede the Original Agreement. 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 Amended Agreement, City shall provide $205,000 to DI from the BID assessment proceeds, to be used for providing services in the BID area in accordance with the Scope of Work set forth in Exhibit A, attached hereto and made a part hereof by this reference. Exhibit A includes the scope of work under the Original Agreement. The $205,000 shall be in addition to the $25,000 provided under the Original Agreement. Total funds under this contract shall be $230,000 (collectively, the "BID Funds"). II. DI'S OBLIGATIONS A. DI agrees to use the BID Funds to as set forth in Paragraph I, above. B. DI shall obtain the written approval of the Deputy City Manager for Development Services of the particular private security firm. C. The BID Funds shall be separately accounted for apart from any other funds of DI, or of any principal or member of DI. Annually, within 60 days following the end of a fiscal year, or more often as may be required by the City, DI shall provide City with an accounting of the use of the BID Funds that shall, at a minimum, incorporate copies of all invoices, canceled checks, chart of accounts and bank statements detailing how the BID Funds have been used and maintained by DI. DI agrees that, at the City's sole discretion, City may require an audit of DI conducted by a City designated accountant. DI shall keep records of all funds received from City under the terms and conditions of this Amended Agreement. City and/or their representatives shall have access for purposes of monitoring, auditing, and examining DI's activities and performance, to books, documents and papers, and the right to examine records of DI's subcontractors, bookkeepers and accountants, employees and participants in regard to said promotions program. D. DI 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). DI 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 of this Amended Agreement or BID law. E. DI 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. F. DI agrees that if DI violates any of the terms and conditions of this Amended Agreement 2 whereby BID funds were received by DI, or if DI reports inaccurately, or if on audit there is a disallowance of certain expenditures, DI agrees to remedy the acts or omissions causing the disallowance or repay City all amounts spent in violation thereof. III. TERM This Amended Agreement shall terminate on the earlier of December 31, 2009 or when all funds have been expended, unless extended by mutual written consent of the parties. Any extension shall be in writing, and may be approved by the Deputy Manager for Development Services and City Attorney. IV. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 Attn: Deputy City Manager for Development Services TO DI: Downtown, Incorporated 305 East 4`h Street, Suite 201 Santa Ana, California 92701 Attn: Robert C. Stewart V. ASSIGNABILITY DI shall not assign nor transfer any interest in this Amended Agreement, whether by assignment or novation, without the prior written consent of City. VI. HOLD HARMLESS; INSURANCE DI 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 of limitation, workers compensation claims and including 3 attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of DI, its officers, directors, employees, agents, subcontractors and suppliers arising out of DI's performance of this Amended Agreement. DI shall ensure that the private security firm shall provide insurance and indemnity in favor of the City of Santa Ana in amounts and terms approved by the City Attorney prior to undertaking in any work. VII. CONTINUING OBLIGATIONS DI's obligations and responsibilities set forth in this paragraph, and in paragraphs II and IX of this Amended Agreement, shall not be affected by the termination of this Amended Agreement and shall survive the date of termination of this Amended 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. VIII. TERMINATION A. This Amended 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 funds to the effective date of termination. B. This Amended Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by DI of the terms and conditions of the this Amended Agreement or applicable City or State requirements. In the event of such suspension or termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of suspension or termination. IX. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Amended Agreement supersedes the Original Agreement and all other agreements, either oral or in writing, between the parties hereto with respect to the use of BID funds DI and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Amended 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 Dl. 4 X. VALIDITY The invalidity in whole or in part of any provision of this Amended Agreement shall not void or affect the validity of any other provision of this Amended Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amended Agreement the date and year first above written. ATTEST: . L - yVPATRICIA . HEALY Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA DAVID N. RE City Manager DOWNTOWN INCORPORATED, INC. ROBERT C. STEWART President Employer ID #26-4051161 Exhibit A SCOPE OF WORK Supplemental Security ($38,000) - Downtown Incorporated contends that it is essential that, as the nighttime, restaurant and entertainment businesses continue to expand, customer comfort be enhanced. This effort includes deploying downtown ambassadors during weekend evenings to promote a safe and pleasant environment for customers, employees, and other visitors. Beginning the weekend of May 8th and continuing through the end of the year, Downtown Incorporated will contract with a private security firm to place four ambassadors into service for six hours nightly on Thursdays, Fridays, and Saturdays. Our intent is to utilize both walking patrol and bicycle patrol. The ambassadors will patrol the entire Community Management District with extra attention focused on area of customer concentration. Generally, ambassadors will be a liaison with local law enforcement, offer customer assistance (provide directions and information and the like) deal with inappropriate behaviors, maintain open communication with restaurant/nightclub operators, circulate throughout the district observing for and documenting mischief/criminal activity, and act as a friendly face of downtown Santa Ana. Ample coverage is estimated at 60 hours per week at $15 per hour and eight hours per week supervisory time at $20 per hour for a total cost per week of $1,060. At this weekly cost ambassadors can be engaged through the first week in September. Anticipating some low level participation from a newly formed restaurant association, this effort could expand in coverage. Promotions $89,000) - BID funds have historically been utilized to provide promotions, marketing and special events. To fulfill that intent, Downtown Incorporated is preparing a comprehensive marketing strategy that includes targeted advertising, web exposure, and celebrations and events beginning with Mothers Day and ending with an extended Winter Holiday slate of activities. Streetscape/Landscape Maintenance Service ($85,000) - Regular supplemental maintenance is provided by the City of Santa Ana. This service contract terminates May 31, 2009. This activity anticipates picking up an extension of this service for seven months. The work entails daily litter pick-up, refuse collection, sweeping of public sidewalks and alleys, minor graffiti abatement, cleaning and care of street furniture and fixtures, and the like. If maintenance workers can be effectively redeployed at a reduced level to save funds, the savings will be transferred to Promotions and Marketing activities. Prior BID Obligations ($18,000) — The BID has existing obligations that will honored by downtown Incorporated. They include $13,000 for installation, removal and annual storage of holiday decorations (skyline banners, lighted tree) and $5,000 to purchase decorative bicycle racks for the 2nd Street Promenade and Artists Village area. 0