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HomeMy WebLinkAboutDOWNTOWN INCORPORATEDINSURANCE NOT ON FILE WORK IMY N®T PROCEED CLERK OF COUNCIL DATE: J AN 0 5 2D22 (MDv1'IuUe.L�I. ri(Av PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT WITH DOWNTOWN INCORPORATED N-2022-378 This Donation Agreement ("Agreement") is entered into on December 22, 2022, by and between the City of Santa Ana, a municipal corporation ("City") and Downtown Incorporated;- Inc, a California non-profit corporation ("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 for the PLAZA NAVIDENA EVENT and TREE LIGHTING that was held on November 19, 2022 ("Community Benefit") and further detailed in Exhibit A, attached hereto and incorporated 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 supporting the Community Benefit because it assists the DOWNTOWN INCORPORATED, INC. IN PROVIDING ENTERTAINMENT FOR THE ANNUAL PLAZA NAVIDENA CELEBRATION THAT PROMOTES COMMUNITY PRIDE AND UNITY. 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. TERNIS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500), 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 through Recipient's full expenditure of the funds. 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. 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, Pagel of 3 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 attorney's 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. 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. Page 2 of 3 CITY OF SANTA ANA By: Kristine Ridge City Manager ATTEST: By: Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: randon Salvatierra Deputy City Attorney DOWNTOWN INCORPORATED, INC. GU9 CAI 2 By: Ry n Chase (Jan 3, 202320:47 PST) Ryan Chase President Page 3 of 3 EXHIBIT A Exhibit A VENDOR INFORMATION: Downtown, Inc. 201 East 4th Street Santa Ana, CA 92701 (714) 612-9227 EVENT: Plaza Navidena SERVICE DATE(S): November 19, 2022 COMPENSATION DUE TO THE VENDOR: $3,500 to be received by Downtown, Inc. by 12/31 /22. DESCRIPTION: Downtown Inc. will be procuring entertainment services from a third -party vendor for the 2022 Plaza Navidena Event. Entertainment services include Clown Master of Ceremony, DJ, Folklorico dancers, Christmas Play with characters, Christmas band, and dance show. The event will take place on November 19, 2022 from 5:OOPM to 8:OOPM at Plaza Calle Cuatro 325 E 411 Street, Santa Ana, CA 92701. The City of Santa Ana Parks, Recreation and Community Services Agency will be providing Downtown, Inc. with a $3,500 donation to offset the cost of the Plaza Navidena event entertainment. Downtown Inc - Donation Agreement (Plaza Na videna)_F I NAL_12.22.22 Final Audit Report 2023-01-04 Created: 2023-01-03 By: Emerson Frankslon (EFrankston@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAOIFhd-UelhBYHayMxVDLMg2GrbooZXS_ "Downtown Inc - Donation Agreement (Plaza Navidena)_FINAL_ 12.22.22" History Document created by Emerson Frankston (EFrankston@santa-ana.org) 2023-01-03 - 4:49:42 PM GMT C. Document emailed to ryanlylechase@gmail.com for signature 2023-01-03 - 4:50:39 PM GMT Email viewed by ryanlylechase@gmail.com 2023-01-03 - 5:36:29 PM GMT &G Signer ryanlylechase@gmail.com entered name at signing as Ryan Chase 2023-01-04 - 4:47:54 AM GMT !3© Document e-signed by Ryan Chase (ryanlylechase@gmail.com) Signature Date: 2023-01-04 - 4:47:56 AM GMT - Time Source: server Agreement completed. 2023-01-04 - 4:47:56 AM GMT Adobe Acrobat Sign CERTIFICATE OF Digital K QE, A �, 07/05/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CCNFER9Nb`MHTS Ur C.N CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ]ALTER THE CON' -'RA BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A ONTRACT BETWEEN F^fE IE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. r' p`�p . ■ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the polic (ie do SR terms and conditions of the policy, certain policies may require an endorsement. A statement or this Corti certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Eddie Qulllare8 Jr. NAME. Eddie QUlllares State Farm Agency PHONE 714 617,7150. E-MAIL 415 N. Broadway AD.EEss,eddie eddie insurance.com r Santa Ana, CA 92701 INSURERS AFFORDING CI HOLDER. THIS THE POLICIES AUTHORIZED to the to the INSURER A: State Farm General Insurance Company 25151 INSURED DOWNTOWN INC INSURER B: State Fan Fire and Casualty Company 43 200 N MAIN ST FL 2 INSURER C: SANTA ANA CA 92701 INSURER D: INSURER E : INSURER F : COVERAGES CFRTIFICATF NIIMRFR-75-ndsn RFVISInm ulIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILTR TYPE OF INSURANCE ADOL HER BURR -WA POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD/YYYY LIMITS A GENERAL LIABILITY 92-CE-Q933-0 06/05/2022 06/05/2023 EACH OCCURRENCE $ 1,000,000 x COMMERCIAL GENERAL LIABILITY PRS( RENTED PREEMIMI ESES Eaoccugence) $ 300,000 MED EXP (Any one person) $ 5,000 CLAIMS -MADE FRI OCCUR PERSONAL B ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY PRO- LOC g AUTOMOBILE LIABILITY ❑ ❑ COMBINED SINGLE LIMIT (E. accident) S BODILY INJURY (Per person) $ ANYAUTO ALL OWNED SCH AUTOS AUTOS BODILY INJURY(P (Per accident) ) S HIRED gUT05 NON -OWNED AUTOS PROPERTY DAMAGE Per accitlent S $ A x UMBRELLA LIAB x OCCUR Y Y 92-CE-Q781-7 06/05/2022 06/05/'2023 EACH OCCURRENCE $ 1,000.000 _ AGGREGATE g 2,000,000 EXCESS LIAB CLAIMS -MADE DIED I x I RETENTION$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICEIMEMBER EXCLUDED? LL NIA FYI 92-G6-T749-1 06/05/2022 06/05/2023 ORY LIM U- i OTH- T000,00D E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 (Mandatory in NH) If Dyes, describe under ESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT $ 1,000,000 A FIDELITY BOND [TIFY] 92-WV-60445-F 10/0 021 10/0312022 ONO -AMOUNT $ 500.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Scheduled Auto: 2002 GEM 825 PICKUP VIN: 5ASAK27492FO28166 Downtown Santa Ana First Saturday Of the Month Art Walk City of Santa Ana its officers, agents, employees and volunteers are named as additional insured. Additional Insured endorsement issued for certificate holder with Wavier of Subrogation and non-contributory Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation M=I ttly[e_u= CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 ACCORDANCE WITH THE POLICY PROVISIONS. ATTENTION RISK MANAGEMENT AUTHORIZED REPRESENTATIVE BRIZA MORALES WwaG & APPROVED PROVE to Y. REVIEYVED6APPROV®BY: ©1988-2010 ACORD I qi ' A+-jicb Arwuto ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Risk Management specialist FE-6609 POLICY NUMBER: WORKERS COMPENSATION 92-G6-T749-1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US Policy Number: 92-G6-T749-1 Named Insured: Downtown Inc SCHEDULE NAME OF PERSON OR ORGANIZATION: CITY OF SANTA ANA ATTENTION RISK MANAGEMENT 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 Information required to complete this Schedule, if not show above, will be shown in the Declarations. The following is added to Paragraph 10.b. of SECTION 1 AND SECTION II — COMMON CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for any injury arising out of: a. Your ongoing operations; or b. Your work done under contract with that person or organization and included in the products -completed operations hazard. This waiver applies only to the person or organization shown in the Schedule above. All other policy provisions apply. FE-6671 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RiskMwwgwwdDMsiun a ReAE &APPROVED BY: A- ju Avw44 ®. ® Risk Management Specialist Exhibit B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: State Farm Insurance This endorsement modifies such insurance as is afforded by the provisions of Policy Number: 92-CE-Q933-0 relating to the following: 1) The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from operations and uses performed by or on behalf of the named insured. 2) With respect to claims arising out of the operations and uses performed by or on behalf of the names insured, such insurance as is afforded by this policy is primary and is not additional to or to contributing with any other insurance carried by or for the benefit of the additional insured. 3) This insurance applies separately to each insured against whom claim is or suit is brought except with respect to the company's limit of liability. This inclusion of any person or organization as an insured shall not affect any right which is such person or organization would have as claimant if not so included. 4) With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) written notice has been given to City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. Effective June 6, 2022 this endorsement form as a part of Policy Number: 92-CE-Q933-0. Issued to Downtown Inc. Countersigned by N"- �tc� Authorized Representative Risk MuwgmmitMum REMEWED 6 APPROVm BY: A4 f, A�tv44 ` Risk Management Specialist NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Downtown Inc Name: Project N-2022-378 Number: Project City Of Santa Ana Donation Agreement With Downtown Name: Incorporated The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE Downtown Inc GENERAL LIABILITY 92CEQ9330 06/05/2023 07/05/2022 COI Exp 6-5-23 RMD07202022.pdf Downtown Inc WORKERS COMPENSATION AND 92G6T7491 06/05/2023 07/05/2022 COI Exp 6-5-23 EMPLOYERS' LIABILITY RMD07202022.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 1/11/2023 5:55 PM