HomeMy WebLinkAboutSanta Ana Auto Mall 1
AGREEMENT TERMINA nON 2m>
." .IIN
Please complete this form when the attached agreement is no lon~t,,'in effe~/? R'f I!: 0 .
....J -.;
Return lorm to the Sf. Deputy Clerk of the Council (M-30). Call 64t.5238 if you have.any
questions. ! /1
The agreement with s,. ~. I'l<J<:, t-liUJ ~-€6.. kIJ. , No. /11- a.OO5- Of?1
was completed on -1) II 'Xi oS ' and final payment has been made.
Signature:
~ - (2er1&;
&,7h,~
j- ';}J-v7
------ T
Department:
Date:
Revised 8-7-03
City of Santa Ana
Clerk of the Council
N-2005-084
.
Ij
GRANT AGREEMENT
Ii '1-;1.1-05"
e.,: e>>'"
(J1orO)
This Grant Agreement, made and entered into this 18th day of July, 2005, by and
between the City of Santa Ana, a charter City and municipal corporation organized and
existing under the Constitution and laws of the State of California, ("City") and the Santa
Ana Auto Mall Dealers Association, LLC ("Association").
RECITALS:
1. City desires to grant to Association general fund money (hereinafter "grant
funds"), to use for the maintenance and upkeep of the Santa Ana Auto Mall
property.
2. Association agrees to use said grant funds for the upkeep of the Santa Ana
Auto Mall, as set forth herein.
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. ASSOCIATION'S OBLIGATIONS
A. Association agrees to use all grant funds provided by City pursuant to this
Agreement to repair and/or maintain the Santa Ana Auto Mall property
(hereinafter "said Property"). Said maintenancelrepair may include
landscaping and irrigation of said Property.
B. All funds received by Association from City pursuant to this Agreement shall
be separately accounted for apart from any other funds of Association.
Association shall keep records of grant funds received from City under the
terms and conditions of this Agreement.
City shall have access for purposes of monitoring, auditing, and examining
Association's performance, to books, documents and papers, and the right
to examine records in regard to said grant funds. City and/or its
representative may also schedule on-site monitoring at its discretion.
Nothing herein shall be construed to require access to any privileged or
confidential information as set forth in federal or state law.
C. Association 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.
II. CITY'S OBLIGATIONS
City shall pay to the Association grant funds 10 the amount of $10,000.00.
Page 1 of 4
Payments shall be made to Association upon the submission of periodic invoices, in
a form prescribed by City, detailing such expenses. Said invoices shall be
submitted to Community Development Agency, Administrative Services Division
City of Santa Ana, 20 Civic Center Plaza (M-25), Santa Ana, California 92702.
City shall pay such invoices within thirty (30) days after receipt thereof provided City
is satisfied that such expenses have been incurred within the scope of this
Agreement and that Association is in compliance with the terms and conditions of
this Agreement.
III. NOTICES
Notices to the parties shall, unless otherwise requested in writing, be sent by U.S.
Mail, postage prepaid, and addressed as follows:
TO CITY: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
With Courtesy Copy To: Executive Director
Community Development Agency
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702-1988
TO ASSOCIATION: Santa Ana Auto Mall Dealers Association, LLC
clo Preferred Real Estate Management (Dave Nelson)
2101 E. 4th St., Suite 250B
Santa Ana, CA 92705
IV. ASSIGNABILITY
Association shall not assign nor transfer any interest in this Agreement, whether by
assignment or novation, without the prior written consent of City; provided,
however, that claims for money due or to become due Association from City under
this Agreement may be assigned to a bank, trust company or other financial
institution, or to a trustee in bankruptcy, without such approval. Notice of any such
assignment or transfer shall be promptly furnished to City.
V. HOLD HARMLESS
Association shall indemnify and save harmless City, its officers, employees, agents,
representatives and volunteers from and against any and all damages to or 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
Page 2 of 4
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
Association, its officers, directors, employees, agents, subcontractors and suppliers
arising out of Association's performance of this Agreement.
VI. TERMINATION
This Agreement may be terminated on thirty (30) days' written notice by either
party. In the event of such termination, Association shall only be entitled to
reimbursement for approved expenses incurred to the effective date of termination.
VII. 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 City grant funds by
Association and contains all the covenants and agreements between the parties
with respect to such grant funds 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 Association.
VIII. LAWS GOVERNING THIS AGREEMENT
This Agreement shall be governed by and construed in accordance with the laws of
the State of California, and all applicable federal laws and regulations.
IX. 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.
II
II
/I
II
II
/I
II
Page 3 of 4
.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first written above.
ATTEST: Ii
.......,) - -
~/~ 1"
\ ..' 'vA'::-ct ), I ~
ATRICIA E. HEAL y~
Clerk of the Council City Mana er
CITY OF SANTA ANA
t:J-~ ~. RuJ @
DAVID N. REAM
APPROVED AS TO FORM:
~;:-:- - - oJ.'}'-. I. 1. '
JOSEPH W~FLETCHE~'
City Attorney !
SANTA ANA AUTO MALL
DEALERS ASSOCIATION,
#s~~~
President
Page 4 of 4