Loading...
HomeMy WebLinkAboutBRAIN AND BODY MUSIC STUDIO DBA B&B MUSIC SCHOOLINSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK N-2024-031 DATE: JAN 2 3 2D24 Cc. La -Icr 1. PARTIES AND DATE CITY OF SANTA ANA DONATION AGREEMENT This Donation Agreement ("Agreement") is made and entered into this 8" day of January, 2024, 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 Brain and Body Music Studio dba B&B Music School ("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 "Just Acoustics" ("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 offering a family- fiendly, acoustic showcase of local Trans* songwriters, featuring performers ages 16-40. The event will not only create a safer space for the LGBTQ people and allies to learn, support, and grow, but also increase the local economy as the event will be held at a local venue that has supported the arts community for decades. 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 NINE HUNDRED AND SEVENTEEN DOLLARS ($917) 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. 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 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 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. 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. CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 4 N-2024-031 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: ' ' t ITT] 31 IMIRs1113 T11 7u E CITY OF SANTA ANA AHnS R. HATCH Interim City Manager SONIA R. CARVALHO RECIPIENT: City Attorney 2,. By: �t,� c a - An cia-Mille Briana Harley Assistant City Attorney RECOMMENDED FOR APPROVAL: MICHAEL L. GARCIA Executive Director, Community Development Agency Brain and Body Music Studio dba B&B Music School 260 N. Tustin St., Unit C Orange, CA 92867 CITY Or SANTA ANA DONATION AGREEMENT Page 4 of 4 EXHIBIT A Request for Sponsorship Funds City of Santa Ana Powered by SubrNittable Title 0054 by B&B Music School in Arts & Culture - Special Event Sponsorship Request Form (SESRF) - 2023 band bmusicsohool@gmail.com Original Submission Name of Primary Briana Contact Harley Contact Title Founder Name of Entity Brain and Body Music Studio (organization, business, neighborhood association) Check the box that Nonprofit 501 (c)(3) applies to your entity: Additional Applicant Names (if applicable) Physical Address 260 N Tustin St Unit C Orange CA 92867 us Mailing Address 260 N Tustin St Unit C Orange CA 92867 us Phone +17144304875 Email bandbmusicschoof@gniail.com Website Event Name/Title Just Acoustics Event Date(s) January 20th, 2024 11/29/2023 id.44819673 11/29/2023 Is this event FREE Yes and OPEN to the public? Event Location(s) The Den Cafe: 125 N Broadway Santa Ana, CA What city ward(s) will Ward 4 the event be located (click on link below to find wards)? Number of expected 75 attendance for your event Brief Description of An acoustic showcase of local Trans* songwriters at the locally famous Project The Den Cafe. One night only. Saturday, January 20th from 7pm - 10pm, A night of music to cultivate joy and connection between all people. Describe the The Den Cafe has hosted open mics and five music for 20 years. We'd community benefits love to give back to a venue that has nourished the arts community for so of this event long; they are known for acoustic music. As an LGBTQ founded organization, we have heard from locals that there is a lack of art shows where Trans* and gender non conforming people are protected and centered; where they can meet and build community without fear or shame. Our response was to create a night of music to bring the community together; bother LGBTQ people and allies. This gives Trans* people the safer space they need, while inviting allies to learn, support, and grow with us. This will be free to the public, in a cozy diner setting, and featuring icebreaker questions so people can learn about each other. The more we humanize each other the less harm there is towards each other; music and food are ancient ways to build bridges. This showcase will be family friendly; featuring performers ages 16 - 40. Amount Requested 1000.0 Proposed Use of Our proposed amount will go towards personnel; our production team, Funds including marketing and engineers, and the performers. Engineers will spend 8+ hours in total to set up, tear down, and work the audio and lighting for the showcase. This will take a minimum of two engineers at $200 day rate each; totaling $400. Our event coordinator has already secured the date with the venue and has curated the line up; they will continue to work with a team of two others for the promotion of the event, and any other managerial tasks that should come up; their fee is $300 for the entire organization of the event. We have confirmed a total of seven performers, one as a special guest. Our guest performer will cost $60, we'd like to pay the other six performers a minimum of $40 for their performance. This brings our proposed performer budget to $300. It will cost our studio $750 to use the gear necessary for this showcase, which is not accounted for in our request. The Don Cafe rental is $1000 for the space and staff, which is not accounted for in our request, The Just Acoustics budget is expected to be $2750; we are only requesting $1000 from the Arts and Culture Commission. 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/s peci a I - event -sponsorship - policy