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Home My WebLink AboutDOWNTOWN SANTA ANA BUSINESS COUNCIL - 2008INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK F COON IL DATE: AUG ~ 5 200 A-2008-056 . C r ~1 ~ -1 ~~,, ~, i L:~ C4~~ i1 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DOWNTOWN SANTA ANA BUSINESS COUNCIL TO PROMOTE AND MARKET ~~ DOWNTOWN SANTA ANA This Agreement made and entered into this 7`f' day of April, 2008, 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, a California corporation ("DSABC"). WITNESSETH Recitals: Pursuant to California Business Improvement District (BID) law (Streets and Highways Code section 36000 et. al.) as implemented by Ordinance NS-1715, and related resolutions and budgets adopted thereto, the City annually receives and disburses BID funds. 2. The approved 2008 annual BID budget allocates funds for promotions and marketing in the Downtown Santa Ana BID area in addition to other expenditures for the benefit of the assessment area. A number of businesses in the BID area have formed DSABC in part to better represent the interest of the downtown. This non-profit corporation has expressed interest in participating in the marketing and promoting downtown Santa Ana. DSABC represents that it is qualified and willing to operate a downtown Santa Ana marketing and 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 NSA 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. CITY'S OBLIGATIONS Upon this Agreement becoming effective, City shall provide $136,000 to DSABC from funds allocated in the 2008 BID Annual Report, to be used for marketing and promotional programs ("the Funds"). $31,000 of the Funds shall be monies transferred to DSABC in 2006 but unexpended. II. DSABC'S OBLIGATIONS A. DSABC agrees to use the Funds to operate a promotional program, as set forth in "Exhibit A attached hereto and incorporated herein by this reference . The Executive Director, in his/her sole discretion, may approve reallocation of funds among approved categories so long the expenditures comply with the 2008 Annual Report. B. The Funds, and any interest earned by DSABC on the Funds, shall be separately accounted for apart from any other funds of DSABC, or of any principal or member of DSABC. DSABC shall, on July 1, 2008 and January 1, 2009 provide City with an accounting of the use of the Funds that shall, at a minimum, incorporate copies of all invoices, canceled checks, chart of accounts and bank statements detailing how the Funds have been used and maintained by DSABC. These dates may be modified in the sole discretion of the Executive Director of the Community Development Agency. DSABC agrees that, at the Executive Director's sole discretion, City may require an audit of DSABC conducted by a City designated 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. al, as well as the Downtown Santa Ana BID implementation ordinance, resolution(s) and/or budget(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 of this 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. F. DSABC agrees to provide City, within sixty (60) days of the effective date of this Agreement, with its current articles or incorporation and bylaws. 2 III. TERM This term of this agreement begin on the date set forth above and shall terminate on December 31, 2008, unless extended by mutual written consent of the parties. IV. 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: Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 Atfi: Stephen G. Harding, Executive Director TO DSABC: Its agent for service of process, as specified by the California Secretary of State 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 of DSABC's performance of this Agreement. 3 VII. USE OF PRIOR FUNDS DSABC shall have the right to continue to use unexpended BID funds from prior years that it has not expended pursuant to the terms of such prior agreements with the City for the purposes set forth in paragraph II of this Agreement. VIII. CONTINUING OBLIGATIONS DSABC's obligations and responsibilities set forth in this paragraph, and in paragraphs II and IX(B) through (F) of this Agreement, shall not be affected by the ternnation of this Agreement and shall survive the date of termination of this Agreement for such 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 maybe 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. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. A CITY OF SANTA ANA PATRICIA E. HEALY DAVID N. REAM Clerk of the Coancil City Manager ,~-A~PRO~VED AS„~'~ F.bRM: ,~ !; , ~.... __ - _..,.. _~ __._ ..; ~~x'' JOSEI?`H W. FLETC C~Yy Attorney ~= DOWNTOWN SANTA ANA BUSINESS COUNCIL. D ILAH SNELL President " 7 ~~~Z~ Employer ID # 5 Exhibit "A" SADBC Cost Events $38,000 Eco-fabulous Jazz/arts caravan Taste of DT/Jazz festival 1 S` Saturday Advertising and Promotions TV program $44,000 Website Mixers Maps/visitor guides General advertising Banners, signage & decorations $15,000 Administration and Business assistance $20,000 ContingenciesTo be allocated among $19,000 approved categories of expenditure Total $136,000