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EXHIBIT 1 <br /> AGREEMENT BETWEEN THE FRIDA CINEMA AND CITY OF SANTA ANA FOR <br /> SPONSORSHIP OF THE DOWNTOWN SANTA ANA ART WALK <br /> THIS AGREEMENT is made and entered into on this 21 st day of October, 2025 by and between <br /> The Frida Cinema, a California nonprofit public benefit corporation ("Consultant"), and the City <br /> of Santa Ana, a charter city and municipal corporation organized and existing under the <br /> Constitution and laws of the State of California("City"). <br /> RECITALS <br /> A. On July 7, 2025, the City issued a Request for Proposal No. 25-093 ("RFP"), by which it <br /> offered sponsorship support to qualified organizations as part of a monthly Downtown <br /> Santa Ana Art Walk. The Art Walk includes activities for multiple art galleries, <br /> performance spaces, and public areas such as live music, exhibitions,pop-up markets, and <br /> interactive art experiences. <br /> B. Consultant submitted a responsive proposal that was selected by the City. Consultant <br /> represents that it is able and willing to provide services described in the scope of work that <br /> was included in the RFP. The RFP is referenced herein as if incorporated in full. <br /> C. In undertaking the performance of this Agreement, Consultant represents that it is <br /> knowledgeable in its field and that any services performed by Consultant under this <br /> Agreement will be performed in compliance with such standards as may reasonably be <br /> expected from a professional consulting firm in the field. <br /> NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br /> terms and conditions hereinafter set forth, the parties agree as follows: <br /> 1. SCOPE OF SERVICES <br /> Consultant shall perform during the term of this Agreement, the tasks and obligations <br /> including all labor, materials, tools, equipment, and incidental customary work required to fully <br /> and adequately complete the services described and set forth in Scope of Services - Exhibit A, <br /> attached hereto and incorporated by reference. <br /> 2. COMPENSATION <br /> a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br /> City,the rates and charges identified in Compensation-Exhibit B. The amount to be <br /> expended shall not exceed $150,000 per year, and the total amount to be expended <br /> during the entire term of this Agreement, including all extensions, shall not exceed <br /> $450,000. Consultant will be paid in twelve equal monthly installments in the amount <br /> of $12,500 on the 5cn day of each month, after full execution of the Agreement, as <br /> follows for the first year of the Agreement: November 5, 2025, December 5, 2025, <br /> January 5, 2025, February 5, 2026, March 5, 2026, April 5, 2026, May 5, 2026, June <br /> 5, 2026, July 5, 2026, August 5, 2026, September 5, 2025, and October 5, 2026. A <br /> similar pay schedule will follow with any optional extensions. <br /> Page 1 of 8 <br /> #2095922v4 <br />