The URL can be used to link to this page

Home My WebLink AboutDOWNTOWN INC. (4)-2017INSURANCE NOT REQUIRED N-2017-193 WORK MAY PRMFM C CLERK GTE oft $EI' 18 2DIT CITY OF SANTA ANA DONATION AGREEMENT CIOA-CD) WITH DOWNTOWN INCORPORATED FOR SAVOR SANTA ANA 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on this -5day of September, 2017, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City") and Downtown Incorporated, a 26 U.S. Code section 501(c)(6) non-profit organization ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient with the 2017 Savor Santa Ana Event in Downtown Santa Ana on September 14, 2017. The sponsorship will cover the cost of distributing materials at the event and inviting chefs across Santa Ana to partner with Downtown Santa Ana restaurants. The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding for such program. 2.2 Public Purpose. The City believes there is a public purpose in supporting the Community Benefit because the 2017 Savor Santa Ana event will bring together the local community and media with 40+ restaurants in Santa Ana to promote local businesses and the Downtown area. 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 Five Thousand Dollars ($5,000,00) because the City has determined that there is a public purpose to be served in supporting the Community Benefit. The funds shall be spent in accordance with the Funding Request attached hereto as Exhibit A and incorporated herein by this reference. In executing this Agreement and receiving the funds, Recipient agrees to use the fimds 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, m 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 - 2017 SAVOR SANTA ANA EVENT Page 2 of 3 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 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' 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' 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 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 perforin this Agreement. Each Party warrants that the N-2017-193 CITY OF SANTA ANA DONATION AGREEMENT -2017 SAVOR SANTA ANA EVENT Page 3 of 3 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 the date and year first above written. rx"ftf ARIA Y3: HI?I.'AR Clerk oP'the Council 32 R�,Sc ml e , Interim Executive Ire for Community Develop nt Agency C+ltiCil`'�"1►317��iilM:rarL7 Interim City Manager g 19-34^ CA N-2017-193 c&orSantaAna lets you sample a rainbow of DTSA restaurants all in one glorious epicurean evening. With your route snap in hand, you are invited to walk DTSA's tree -lined brick sidewalks, or hop on a historic trolley for a tasty trip to some of QC's most exciting new eateries. Y Y , 0 0 f L1'RYe�Ou�s N � to ?Qq i ; xsriin»n n�a..v.. � � �,#i�+v..aru sxs.lavr �iu,w pyo y,�4 4 -#.IT � tM'i �N^rY1WM w�M�CWCw � MWM�e 1naVauWu%.Id�aY�.hAY _ rooarCOMMA ••��*:-W Attendances b,000 (estimated bo% Santa Ana) Date: September/October 2017 Participating Restaurants, t,o+ (100% Santa Ana) Media: LA Tinges, La Opini6n, OC Register and NBC Workforce Opportunity: Volunteers from Valley HS, Veterans Resource Center and OCHSA Culinary, Music from Santa Ana HS, SAC News Partner Latino Audience: English/Spanish promotions Additional Funds/In-Rind: $30,000 Cross -Promote: Distribute materials at event and invite chefs across Santa Ana to partner with DTSA restaurants WWW.SAV0RSANTAANA.00M N-2017.193 SAVOR SANTA ANA - SEPTEMBER 2017 EXPENSE Estimate Actual Records? Advertising 5,000.00 Facebook 250 Yelp Partnership 600 Printing/Signs Maps 650.00 Design 250.00 T -Shirts 630.00 Booth Banners 200.00 Postcards 500.00 Posters - for 50 200.00 Balloons - for 50 50.00 Production Cleanup 250.00 Misc Office Supply 100.00 Tickets and Misc Equip 300.00 Craig Longiotti 750.00 Stage Musicians 1,000.00 Music Organizer 300.00 Furniture Rentals 1,000.00 Captain 1 - EEK 250.00 Captain 2 - Ticket East 250.00 Captain 3 - Ticket West 250.00 Interpretation Online/Ons 250.00 Producer 5,000.00 Trolley 950.00 Restaurant Payouts 5,000.00 Eventbrite Fees 700.00 SUBTOTALEXPENSE 19,680.00 0,00' REVENUE Estimate Actual Cash Sales - Gross 5,000.00 Eventbrite Sales - Gross 5,000.00 Chamber Sponsorship 5,000.00 City of Santa Ana Sponsorsh 5,000.00 SUBTOTAL REVENUE 20,000,00 0.00 NET PROFIT/LOSS 320.00 0.00 -`' COTC PROCESSING FORM Agreements / Amendments / Deeds TO: CLERK OF THE COUNCIL OFFICE FROM: DEPT.: CDA PROJECT MANAGER: Morlev 7017 SRS' 14 lul 9' 08 CITY OF Cj'MjA 4NA, CLERK OF CO=. NCII. MAIL STOP: 25 EXT.: 6588 AGREEMENT NUMBER (if amendment): A / N AMENDMENT NUMBER (if applicable): ❑ IST ❑ 2ND ® 3RD ❑ NAME OF CONSULTANT/ PARTY: Downtown Inc AMOUNT: ❑ * OVER $25,000 — (A) ❑✓ *UP TO $25,000 - (N) Note: If your agreement with a vendor exceeds $25,000 within a Fiscal Year, then you will need to obtain Council Approval. ❑✓ 1) NOT approved by council. ❑ 2) Approved by council. COUNCIL APPROVAL DATE: ITEM #: TERM OF AGREEMENT- EFFECTIVEDATE: TERMINATION DATE., SIGNATURES REQUIRED: ❑ VENDOR ❑ AGENCY ❑ CITYATTORNEY ❑✓ OTHER (INSURANCE APPROVAL REQUIRED BY CAO PRIOR TO SUBMITTING TO COTC) INSURANCE REQUIRED: ❑ YES ❑✓ NO (Provide City Attorney Office approval) ❑ AUTO ❑ CGL (Commercial General Liability) ❑ PROFESSIONAL LIABILITY ❑ WORKERS COMPENSATION COMMENTS: FOR CLERK OFFICE USE ONLY: REMARKS: �EP 78 2017 PROCESS ❑ DO NOT PROCESS ❑ Needs Council Approval ❑ Missing Signatures ❑ Other * Charter amendment effective December 21, 2006 for City Manager contract authority increase; NS -2717 1:1Agreemene\Form -AGREEMENT PROCESSING FORM_canary.doc Revised: 1/1712012