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HomeMy WebLinkAboutFRIDA CINEMA, THE (3)INSURANCE NOT REQUIRED WMRKNIAYPRM=___ CITY CLERK N-2024-113 DATE: MAR 2 7 2024 o .CoAca> CT. '-e-) -V� CITY OF SANTA ANA DONATION AGREEMENT 1. PARTIES AND DATE This Donation Agreement ("Agreement") is made and entered into this 11m day of March, 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 The Lida Cinema, a California nonprofit 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 Amding to assist Recipient with "International New Wave: Spring at The Frida Cinema" ("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 free film series showcasing 13 films from the "New Wave" movements of 13 countries —from Mexico to Japan to Germany to Australia —with the films being presented in their original languages and subtitled. This series will provide members of the community a safe space to step into new countries, histories, and cultures and learn about and experience game -changing films from around the world. 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 FIVE THOUSAND, ONE HUNDRED, SEVENTY-FIVE DOLLARS (ss,17s) 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. —_J CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 3.3 WAkers Insurance or Other Obli agaUons. Tor purposes of the Clty 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 Oversiglt bY_9ity, 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 Inwdom i ation Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not Iimited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemn* 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, wmfw 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, exponse 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 prooeading. 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 Con F odifi a 'on. 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, me difQ or amended only by written agreement signed by both Parties. 3,7 AWbWIY 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 N-2024-113 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 4 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 on the day and year first above written. ATTEST: J IFE L. HA L amity-GIePk APPROVED AS TO FORM: CITY OF SANTA ANA AHOMAS. ATCH Interim City Manager SONIA R. CARVALHO ARTIST: City Attorney'/ D�, By: l� c� C —;JA Andrea Garcia -Miller Log Crow Assistant City Attorney 305 E. 41' Street, Suite 100 Santa Ana, CA 92701 RECOMMENDED FOR APPROVAL: V�/ - &A ICHAEL L. GARCIA Executive Director, Community Development Agency Carr OF SANTA ANA XDONATION AGREEMENT Page 4 of 4 Request for Sponsorship Funds City of Santa Ana Powered by subu tiable Title 0072 01/08/2024 by Logan Crow in Arts & Culture - Special Event id. 45126917 Sponsorship Request Form (SESRF) • 2023 logan@thefrldecinema.org Original Subrrilsslon 01/08/2024 Score _. n/a Name of Primary Logan Contact Crow Contact Title Executive Director Name of Entity The Frida Cinema (organization, business, neighborhood association) Check the box that Nonprofit $01(c)(3) applies to your entity: Additional Applicant Names (if applicable) Physical Address 305 E 4th St STE 140 Santa Ana CA 92701 _ us Mailing Address 305.E 4th St STE 100 Santa Aria CA 92701 us Phone +13234287411 Email logan@thefridacinema.org Website thefridacinemo,org Event Nameffitla International New Wave: Spring at The Frida Cinema Event Date(s) Every Tuesday night between March 19th 2024 - June 14 2024 (13 dates) Is this event FREE I Yes and OPEN to the public? Event Location(s) The Frida Cinema, 305 E 4th St STE 100, Santa Ana CA 92701 M Letter/Email from Property Owner (for public art installations, murals, use of city parks, use of spaces for workshops, etc.) What city ward(s) will Ward 5 the event be located (click on link below to find wards)? Number of expected 1,300 -1,625 across all 13 screenings (100-125 per screening) attendance for your event Brief Description of From Mexico to Japan to Germany to Australia, over a dozen countries w Project have celebrated a noted "New Wave" movement In their cinematic arts history. Showcasing sizeable shittg in narrative form, these were often a response to current political climates or a critique on the current cinematic artform, and are often celebrated as the moment where a country's cinematic output gained international attention. This series will present thirteen film from the New Wave movements of thirteen countries, every Tuesday night in Spring, These films will be presented In their original languages, subtitled, and offered free of charge on an RSVP basis. Describe the The Fdda Cinema was founded with the mission to "enrich, connect, and community benefits of this event educate communities through the art of cinema." It continues to be a core priority of The Fride ClnerrWs mission to employ the artform of cinema as a gateway through which comvmnities can come together to step Into new countries, histories, and cultures, and In so doing so, expand their perspectives, empathy, understanding, and general awareness of a world that Is much larger, more complex, and more beautiful. This series is In large part intended to offer such opportunities, while also providing an opportunity to learn about and experience, and compare and contrast, works from these countries' respective "New Wave" movements. The series' intent is to go beyond simply educating audiences to the fact that so many countries had a "New Wave" movement In general, but to offer an opportunity to explore why these film and styles marked such revolutionary shifts In their cinematic output, and what similadtles, as well as contrasts, can be identified across celebrated New Wave titles from thirteen countries. And of course at Its simplest, but nonetheless valuable, this series will provide opportunities for members of our community to take a break, sit comfortably in a darkened theater, and join others In an evening of entertainment and cultural enrichment. Amount Requested 12750.0 Proposed Use of Film Licensing: $4,550 Funds Program Administration: $2,500 Event Staff: $3,700 ($285 per event) Print Marketing and Mailing: $1,500 Posters and Flyers: $500 By submitting this 1 agree application, I have read and agree to be bound by the terms andconditions of the Sponsorship Policy found on the website: httpsl/www.santa- ano.orglcd/arts- culture-office/special- event-sponsorship- policy