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HomeMy WebLinkAboutROACH, BRENNANCity of Santa Ana ,°•- Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: if your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with Y Y? A vi Va di COTC Office Use Only cw2,L City of Santa Ana City Clerk's Office. No. N-2022-020 was completed on and final payment has been made. (List all amendments. Use space below if needed) Department: (� Phone/Ext.: 5. 0 � p _ Signature: < Date:,:, i.lagreements4ormsVorm - agreement termination form_goldenrod.doe Q`INSURANCE NOT REQUIRED `� WORK M q � V PROCEED CLERK OF COUNCIL DATE: 1' 0"WA(10rAr4)(�)T,f 1. PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT N-2022-020 This Donation Agreement ("Agreement") is made and entered into this 13th day of January, 2022, 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 Brennan Roach ("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 Visual Adventures of Robert Williams, a exhibition showcasing a comprehensive collection of artworks by Robert Williams, godfather of Lowbrow art and founder of Juxtapoz Magazine, along with a group show of artists who have been influenced by his work ("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 educating the public of one of the most influential and impactful artists of our time and his contribution to art and culture. The event will also support local businesses as it will begin at The Frida Cinema with a documentary about the artist followed by the opening of the exhibition at the Orange County Center for Contemporary Art where participants will walk through downtown Santa Ana and explore shops along the way. 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 THREE THOUSAND, THREE HUNDRED DOLLARS ($3,300) 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. CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 5 Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 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'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. CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 5 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 perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. N-2022-020 CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: t Ryan O. CITY OF SANTA ANA *isl n�� City Manager ARTIST: Sign Print Name: �r'emy ^ eoAck RECOMMENDED FOR APPROVAL: 1 Address: 2q?-3 ,�.�cti�Mncw, ave. S�wEa�, CA Tz-?o� Steven A. Mendoza Assistant City Manager Executive Director, Community Development Agency CITY OF SANTA ANA DONATION AGREEMENT Page 5 of 5 EXHIBIT A Request for Sponsorship Funds City of Santa Ana Powered by Submittable Title 0006 11 /03/2021 by Brennan Roach in Arts & Culture - Special id. 21706568 Event Sponsorship Request Form (SESRF) - 2021 2423 fairmont Santa Ana, California 92706 California United States 7149250838 broach24@gmail.com Original Submission 11/03/2021 Name of Primary Brennan Contact Roach Contact Title Event Curator Name of Entity Orange County Center for Contemporary Arts (organization, business, neighborhood association) Check the box that Nonprofit 501(c)(3) applies to your entity: Additional Applicant n'"i Names (if applicable) Physical Address 117 n. sycamore st. Santa Ana CA 92701 us Mailing Address 2423 n. FAIRMONT ave. Santa Ana CA 92706 us Phone +17149250838 Email broach24@gmail.com Website occca.org Event Name/Title The Visual Adventures of Robert Williams Event Date(s) January 8th, 2022 Is this event open to Yes the public? Event Location(s) 117 n. Sycamore st. Santa Ana, CA 92701 What city ward(s) will Ward 5 the event be located (click on link below to find wards)? Number of expected 2000 attendance for your event Brief Description of The Visual Adventures of Robert Williams is a showcase of prints, Project skateboards, a custom -painted hot rod, and an original oil painting by the master himself, Robert Williams. Godfather of Lowbrow art and founder of Juxtapoz magazine, Robert Williams is one of the most influential and impactful living artists of our time. This exhibition presents various artworks throughout Williams' career, and includes a group show of artists who've been influenced by his work. The Visual Adventures of Robert Williams is a comprehensive exploration of his contribution to art and culture. Describe the This event will bring people from all over Southern California and community benefits beyond, and these people will support our local businesses. Robert of this event Williams is one of the most famous living artists of our time and he has a huge following. The Visual Adventures of Robert Williams will be one of the biggest Santa Ana art -related events to happen in years. The event begins at The Frida Cinema at 4 p.m. with a screening of a documentary about the artist, titled "Robert Williams Mr. Bitchin." There will be a Q&A with the artist after and from there the opening of the show at OCCCA will begin at 6 p.m. This will give people at the screening who are new to Santa Ana an opportunity to walk through downtown and explore shops when headed to OCCCA from The Frida. Amount Requested 5000.0 Proposed Use of $2,500 for an Ad in Juxtapoz magazine/social media accounts Funds promoting the event. $600 for a round trip transfer of Robert Williams hand painted hot rod "Prickly Heat" $300 for posters, banners, and postcard prints (will be posted around Santa Ana and other neighbor cities) $500 Postcard postage for Robert Williams personal mailing list (as requested by the artist) $500 Artist accommodations $600 Insurance for Art 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