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HomeMy WebLinkAboutDOWNTOWN SANTA ANA BUSINESS COUNCIL - 2005 , ,'~ A-2005-160 ';1 "./ I '1-;;{O.-Q5 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DOWNTOWN SANTA ANA BUSINESS COUNCIL TO PROMOTE AND MARKET DOWNTOWN SANTA ANA c: thf'l- (i!>.~ This Agreement made and entered into this :).oj-/"- day of 0U.y\. -e..- ,2005, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California C'City") and Downtown Santa Ana Business Council ("DSABC"). WJINESS.!HH Recitals: 1. Pursuant to California Business Improvement District (BID) law (Streets and Highways Code section 36000 eLal.) as well as the requirements of the ordinance, resolutions and budget adopted thereto, the City annually receives and disburses BID funds. 2. The 2004-2005 annual BID budget allocates $52,500.00 for promotions in the Downtown Santa Ana BID area. 3. The City of Santa Ana with the assistance of downtown Santa Ana businesses has been operating an annual event known as the Fiestas of the Americas ("Fiestas"). Traditionally the proceeds from the Fiestas ("Fiestas revenues") have been used to promote Downtown Santa Ana. 4. A number of businesses in the BID area have formed a private nonprofit corporation known as "DSABC", in part, to better represent the interest of the downtown. This non-profit corporation has expressed interest in marketing and promoting downtown Santa Ana. 5. DSABC, representing a contingency of certain Downtown businesses, acknowledges that it is qualified and willing to operate a downtown Santa Ana promotional program. DSABC certifies that the activities carried out with funds provided under this Agreement will meet one or more of the BID activities as set forth in Ordinance NS-1715. WHEREFORE, for and in consideration of the respective and mutual covenants hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereby agree as follows: I. DSABC'S OBLIGATIONS A DSABC agrees to use a portion (48%) of the 2004-2005 annual BID assessment set aside for promotions ($25,200) as well as a portion (48%) of the 2003 and 2004 "Fiestas revenues" ($42,775.67) provided by City to DSABC to operate a promotional program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. Page 1 of 5 B. All funds received by DSABC from City pursuant to this Agreement shall be separately accounted for apart from any other funds of DSABC, or of any principal or member of DSABC. DSABC agrees that if DSABC at the City's sole discretion, City may require an audit of DSABC conducted by a certified public accountant. DSABC shall keep records of all funds received from City under the terms and conditions of this Agreement. City and/or their representatives shall have access for purposes of monitoring, auditing, and examining DSABC's activities and performance, to books, documents and papers, and the right to examine records of DSABC's subcontractors, bookkeepers and accountants, employees and participants in regard to said promotions program. C. DSABC acknowledges and warrants that it shall at all times comply with the laws, regulations and policies governing the use of BID funds, including but not limited to, the limitations on use of BID funds set forth in California Streets and Highways Code sections 36000 et.a\. as well as the Downtown Santa Ana BID implementation ordinance, resolution(s) and/or budgte(s). DSABC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees from any violation of BID law that occurs as result of failure to comply with the terms ofthis agreement or BID law. D. DSABC agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of City. E. DSABC agrees that if DSABC violates any of the terms and conditions of this Agreement whereby BID funds were received by DSABC, or if DSABC reports inaccurately, or if on audit there is a disallowance of certain expenditures, DSABC agrees to remedy the acts or omissions causing the disallowance or repay City all amounts spent in violation thereof. II. CITY'S OBLIGATIONS Upon execution of this Agreement, City shall provide $25,200.00 to DSABC from the 2004-2005 annual BID assessment, and $42,775.67 from 2003 and 2004 "Fiestas revenue" up to a maximum aggregate payment of $67, 975.67 to be used for the 2004-2005 promotional program. III. TERM /1/ /1/ /1/ //1 This agreement shall terminate on July 1, 2006, unless extended by mutual written consent of the parties. Any extension shall be in writing, and executed by the Executive Director of the Community Development Agency and City Attorney. Page 2 of 5 IV. NOTICES Notices to the parties shall, unless othelWise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO DSABC: V. ASSIGNABILITY DSABC shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of City. VI. HOLD HARMLESS DSABC shall indemnifY and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of DSABC, its officers, directors, employees, agents, subcontractors and suppliers arising out ofDSABC's performance of this Agreement. VII. REVERSION OF FUNDS Upon the expiration or termination of this Agreement, DSABC shall transfer to City any BID or Fiestas fimds that have not been expended pursuant to the terms of this Agreement. VIII. CONTINUING OBLlGAIONS DSABC's obligations and responsibilities set forth in this paragraph "IX. REVERSION OF FUNDS," and in paragraphs "X" TERMINA nON" shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such Page 3 of 5 period of time as City deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of City. IX. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by DSABC of the terms and conditions of the this agreement or applicable City or State requirements. In the event of such suspension or termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of suspension or termination. X. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of BID or Fiestas funds by DSABC and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DSABC. XI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. A~~~~~7 '. J. 6~~-' / /p A TRICIA E. HEALY / Clerk of the Council CITY OF SANTA ANA ~//~ DAVID N. REAM City Manager SIGNATURES CONTINUED Page 4 of 5 APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney, . !"~ (\ \ , 'I .' . ,,\ \ . "- , :"- By. ,'. '>--....... \ I '"' J~ " Michael Vigliotta - X Deputy City Attorney RECOMMENDED FOR APPROVAL: fJ L ~}tIi Patricia Whitaker Executive Director of the Community Development Agency Downtown Santa Ana Business Council. ~~ )1/ " C' -;>;). -[ ~-8 '11 8J Employer ID # or Individual SS # Page 5 of 5 A-2005-160 .\", " t;.}ii;;. ;)i\1\ ' 1-;;{O.-05 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DOWNTOWN SANTA ANA BUSINESS COUNCIL TO PROMOTE AND MARKET DOWNTOWN SANTA ANA c: (J)ri (i!>.~ This Agreement made and entered into this d.o 1-"- day of ::lU.Yl -€- , 2005, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City") and Downtown Santa Ana Business Council ("DSABC"). WHN~SSjHH Recitals: 1. Pursuant to California Business hnprovement District (BID) law (Streets and Highways Code section 36000 et.al.) as well as the requirements of the ordinance, resolutions and budget adopted thereto, the City annually receives and disburses BID funds. 2. The 2004-2005 annual BID budget allocates $52,500.00 for promotions in the Downtown Santa Ana BID area. 3. The City of Santa Ana with the assistance of downtown Santa Ana businesses has been operating an annual event known as the Fiestas of the Americas ("Fiestas"). Traditionally the proceeds from the Fiestas ("Fiestas revenues") have been used to promote Downtown Santa Ana. 4. A number of businesses in the BID area have formed a private nonprofit corporation known as "DSABC", in part, to better represent the interest of the downtown. This non-profit corporation has expressed interest in marketing and promoting downtown Santa Ana. 5. DSABC, representing a contingency of certain Downtown businesses, acknowledges that it is qualified and willing to operate a downtown Santa Ana promotional program. DSABC certifies that the activities carried out with funds provided under this Agreement will meet one or more of the BID activities as set forth in Ordinance NS-1715. WHEREFORE, for and in consideration of the respective and mutual covenants hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereby agree as follows: I. DSABC'S OBLIGATIONS A. DSABC agrees to use a portion (48%) of the 2004-2005 annual BID assessment set aside for promotions ($25,200) as well as a portion (48%) of the 2003 and 2004 "Fiestas revenues" ($42,775.67) provided by City to DSABC to operate a promotional program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. Page 1 of 5 B. All funds received by DSABC from City pursuant to this Agreement shall be separately accounted for apart from any other funds of DSABC, or of any principal or member of DSABC. DSABC agrees that if DSABC at the City's sole discretion, City may require an audit of DSABC conducted by a certified public accountant. DSABC shall keep records of all funds received from City under the terms and conditions of this Agreement. City and/or their representatives shall have access for purposes of monitoring, auditing, and examining DSABC's activities and performance, to books, documents and papers, and the right to examine records of DSABC' s subcontractors, bookkeepers and accountants, employees and participants in regard to said promotions program. C. DSABC acknowledges and warrants that it shall at all times comply with the laws, regulations and policies governing the use of BID funds, including but not limited to, the limitations on use of BID funds set forth in California Streets and Highways Code sections 36000 et.a\. as well as the Downtown Santa Ana BID implementation ordinance, resolution(s) and/or budgte(s). DSABC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees from any violation of BID law that occurs as result of failure to comply with the terms ofthis agreement or BID law. D. DSABC agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of City. E. DSABC agrees that if DSABC violates any of the terms and conditions of this Agreement whereby BID funds were received by DSABC, or if DSABC reports inaccurately, or if on audit there is a disallowance of certain expenditures, DSABC agrees to remedy the acts or omissions causing the disallowance or repay City all amounts spent in violation thereof. II. CITY'S OBLIGATIONS Upon execution of this Agreement, City shall provide $25,200.00 to DSABC from the 2004-2005 annual BID assessment, and $42,775.67 from 2003 and 2004 "Fiestas revenue" up to a maximum aggregate payment of $67, 975.67 to be used for the 2004-2005 promotional program. III. TERM /II /II /II /II This agreement shall terminate on July I, 2006, unless extended by mutual written consent of the parties. Any extension shall be in writing, and executed by the Executive Director of the Community Development Agency and City Attorney. Page 2 of 5 IV. NOTICES Notices to the parties shall, unless othelWise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702- I 988 TO DSABC: V. ASSIGNABILITY DSABC shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of City. VI. HOLD HARMLESS DSABC shall indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of DSABC, its officers, directors, employees, agents, subcontractors and suppliers arising out ofDSABC's performance ofthis Agreement. VII. REVERSION OF FUNDS Upon the expiration or termination of this Agreement, DSABC shall transfer to City any BID or Fiestas funds that have not been expended pursuant to the terms of this Agreement. VIII. CONTINUING OBLIGAIONS DSABC's obligations and responsibilities set forth in this paragraph "IX. REVERSION OF FUNDS." and in paragraphs "X" TERMINATION" shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such Page 3 of 5 period of time as City deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of City. IX. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by DSABC of the terms and conditions of the this agreement or applicable City or State requirements. In the event of such suspension or termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of suspension or termination. X. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of BID or Fiestas funds by DSABC and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and DSABC. XI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTE~:L? / . / 6/- CITY OF SANTA ANA /PATRICIA E. HEALY / Clerk of the Council ~/~ DAVIDN. REAM City Manager SIGNATURES CONTINUED Page 4 of 5 APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney , By' ;,'\\ \, \ r ),,-' . r' .,\.............. \/"i. \..~~ Michael Vigliotta' X Deputy City Attorney RECOMMENDED FOR APPROVAL: ~ ~}tJi Patricia Whitaker Executive Director of the Community Development Agency Downtown Santa Ana Business Conneil. //)~' -~ Ii /~., , '7 ~ - ! ;,-s '11 8J Employer ID # or Individual SS # Page 5 of 5 /- 1+ -2005-lhD DOWNTOWN SANTA ANA BUSINESS COUNCIL June 15, 2005 r2.t:s ~ ,..., ~ 1:> --.--c:. s .. = ~ i= a:=, CD.' S . .::>"5 Pi ?::>=~ S....-e"" .0"--, Miguel A. Pulido, Mayor City of Santa Ana 20 Civic Center Plaza Post Office Box 1988 Santa Ana, CA 92702 RE: Business Improvement District Dear Miguel: BID Budget AdvisoQ' Boards We hereby fonnally ask the City Council to recognize and appoint the Downtown Santa Ana Business Council as the BID Advisory Board, a non-profit organization representing the interest of the Downtown Restaurant Association, the Artists Village Neighborhood Association, the Loft Neighborhood Association, and other Retail and Professional services -within the geographic area commonly referred to as Zone B (representing 48% of the BID funds). Downtown Santa Ana Business Council Promotions and Marketing Plan (pro.poseQ) Budget $67 975.67 1- Create a professional handout MAP with all galleries/restaurants/attractions 2-Utilize and update current website"aplaceforart.org"- possibly change site so each gallery and businesses can update their own info 3- Create new "branding"/ iogo for the artists village/restaurant association 4- Research signage improvement- create a way to recognize/ define the boundaries of the artists village and restaurant corridor (4th and Birch down Broadway to 2nd Street) (t.e. have all the street signs in a distinguished color or funky frames); update current banners 5- Initiate a public art program and try to get public art installations C'Santa Ana Salon" contest) 6- Fund neighborhood block party (like Wilshire Square and other neighborhoods associations) 7- Initiate a zod monthly event that focuses on music 8- Research cross-promotion with the Long Beach art walk 9- Seed money to create self-funded events Oazz Festival) 10- Create Downtown Restaurant collateral piece and distribute to area neighborhoods 11. General advertisement in local publications Amendment to the 2005 Approved BID Operating Expenses/Budget The Downtown Santa Ana Business Council respectfully requests that the City Council amend the 2005 budget in the following way: Reallocate the "Maintenan~d Litter Enhancement ~Downtown Lighting" line item of $52.500 as well as the "BID Consultant'Lline item of $15,000 totalin!)$67,500 be to the general BID promotions and marketing fund. ( G. +4;~r ~.'- c~ J2 ' ,'~ ~ Exhibi t A Page 1 of 2 -2- June 15,2005 Thank you for your consideration. S7 flY c/ cc: City Council Members David Ream, City Manager City aerk Patricia Whitaker, Executive Director Wtlliam R Manis Downtown Santi. Ana Business Council Bob Stewart, President [STREET ADDRESS] . [CITY/STATE] . [ZIP/POSTAL CODE] PHONE: [PHONE NUMBER] . FAX: [FAX NUMBER] Ex hi bit A Page 2 of 2