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HomeMy WebLinkAbout25B - AGMT - ARTS AND CULTURE GRANT PROGRAMREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 17, 2015 RYOF4 ARTS AND CULTURE ARTIST GRANT PROGRAM (STRATEGIC PLAN NO. 5, 5B) CITY MANAGLiR RECOMMENDED ACTIONS CLERK OF COUNCIL USE ONLY: APPROVED El As Recommended ❑ As Amended 0 Ordinance on 18' Reading ❑ Ordinance on 2°" Reading ® Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the Community Development Agency to release the Investing in the Artist grant Opportunity application and the Arts and Culture Commission to evaluate and select applications for awards in the amounts of $5,000 and $10,000. 2. Authorize the City Manager and the Clerk of the Council to execute grant agreements with the selected applicants, subject to non- substantive changes approved by the City Manager and the City Attorney. ARTS AND CULTURE COMMISSION RECOMMENDATION At the rescheduled Regular Meeting on February 26, 2015, by a vote of 7:0, the Arts and Culture Commission (ACC) recommended that City Council authorize the Community Development Agency to release the Investing in the Artist Grant Opportunity application, subject to non - substantive changes. DISCUSSION Staff is requesting authorization to release the Investing in the Artist Grant Opportunity application (Exhibit 1) to solicit project proposals to emerging and established artists and arts organizations. The Arts and Culture Commission will be evaluating and selecting the applications for awards In the amounts of $5,000 and $10,000, Grant agreements (Exhibit 2) with the selected applicants will be executed before grants are distributed. 25B -1 ACC Artist Grant Program March 17, 2015 Page 2 Often times, artists are faced with financial barriers. The Investing in the Artist Grant Opportunity will distribute small, but impactful funds to emerging and established artists in Santa Ana serving to enrich and invigorate the Santa Ana arts and culture landscape. The funds will aid artists to further their artistic creativity while residing, working or creating a specific project for the benefit of Santa Ana's arts and culture community. The artist grant funding may be applied towards artistic needs small and large, depending on the proposal. Grants for arts organizations would support special events, arts and cultural programming, and non - profit essentials such as, materials, supplies, special event production, and community engagements. Approximately $85,000 is anticipated to be distributed from the Strategic Plan resources dedicated to arts and culture. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 5 (Promote a strong arts and culture infrastructure), Strategy S (Generate public and private support and resources to strengthen, expand and stabilize finding for the arts). FISCAL IMPACT Funds are available in the Community Activities Non - Departmental Loans and Grants account (no. 01105810-69152). APPROVED AS TO FUNDS AND ACCOUNTS: Kelly Reenders Francisco Gutierrez !I Executive Director Executive Director Community Development Agency Finance and Management Services Agency KR /sb Exhibit: 1. Artist Grant Opportunity Application 2. Grant Agreements 25B -2 INVESTING IN THE ARTIST _ GRANT OPPORTUNITY INDIVIDUAL APPLICATION Understanding that a financial barrier is often times all that stands in the way of an artists' next critical step in their career, Investing in the Artist grants distribute small, but impactful funds to emerging and established artists, serving as a catalyst to further their work while living and creating in Santa Ana, resulting in a more vibrant local art scene. Funding may be applied towards artistic needs small and large, depending on the proposal. The Santa Ana Arts and Culture Commission supports ambitious projects that embrace experimentation and focus on process, as well as emerging artist essentials, such as materials, supplies, professional development, or business and website fees. Grants will be awarded in the amount of $5,000 or $10,000 and will be distributed in two payments. The grant period will be for 12 months and will require an interim and a final report on outcomes achieved. The first payment will be disbursed at the commencement of the grant period, and the second payment will be disbursed after completion of an interim report. Interim and final reports will require documentation, such as receipts, to support grant expenditures. ELIGIBILITY CRITERIA Individual artists working in the following mediums are welcome to apply: Visual f Performing H Musical H Literary H Film H Textile Arts H Multimedia • Artists must be currently living and creating work in Santa Ana or create a work that is for the benefit of Santa Ana arts community. • Project must be completed in Santa Ana and /or directly serve the Santa Ana arts community • Applicants must be over the age of 18. • Grant funds may not be used for tuition or academic expenses. • City of Santa Ana employees, elected officials, and commission members are ineligible. FUNDING PRIORITIES • Artist Project (Santa Ana artist seeking funds for a specific project, including travel and research) • Equipment/Supplies (Santa Ana artist seeking funds for specific arts equipment or supplies, including funds for services such as websites and professional development) *Santa Ana artist is defined as an artist that primarily lives and works in Santa Ana or will complete a specific project for the benefit of Santa Ana arts and culture community. CONFLICT OF INTEREST The Arts and Culture Commission ( "Commission ") members are actively involved in the arts professionally and/or personally. The Commission desires to avoid situations which may com- promise, or appear to compromise, members' objectivity while not preventing their continuing involvement in the arts, or in projects supported by the Commission and City. If the Commis- sion member has a professional, fiduciary, or personal relationship with an applicant, the Com- mission member must notify the Commission of the relationship before the panel meeting or re- view of the applicant. The Commission member must also excuse himself /herself from the room during the discussion of the applicant, and may not discuss the application with any other mem- ber of the Commission prior to, during, or after discussion of the application. EXHIBIT 1 25B -3 EVALUATION Artist applications will be evaluated on the following criteria: • Project Merit —40% • Artist Portfolio —30% • Potential Community Impact — 20% • Individual Need —10% PORTFOLIO REQUIREMENTS Online submissions, please upload work directly onto online application using formatting guidelines listed below, or include links to online portfolio. Hard copy submissions, please follow guidelines listed below. Please do not submit any original artwork. Work will not be returned. Visual Arts (including painting, sculpture, textile arts, all physical artwork): • Five (5) images maximum of demonstrating your best work • Images must be printed or in jpeg format on one CD or uploaded to online submission site. • Clearly label each image file with "title _last name, first name" — Example "Art—Brown, John" • You may choose to submit a single PowerPoint presentation of your work with your name, title, size, date, medium on each slide. 'PowerPoint presentation must be copied onto one disk. Musicians • You may submit up to five (5) songs or compositions of your best work. For online submissions, files may be uploaded as mp3 files. Links to Soundcloud, YouTube, or other online music showcases are acceptable. • If submitting a hard copy, please submit music on a playable CD. • Please note: Individual songs exceeding three minutes may not be heard in their entirety. • Label each file with "title—last name, first name" — Example "Music—Brown, John" FVMI MedialPerfbrmina Arts • You may submit up to five (5) short film/multimedia files. For online submissions, files may be uploaded as mp4 or .mov format. Links to online portfolio, YouTube, Vimeo or other video sharing sites are acceptable. • If submitting a hard copy, video files must be submitted on a playable CD. • Please note: Individual films exceeding ten minutes may not be viewed in their entirety. • Label each file with "title last name, first name" — Example "Video Brown, John" Writers • You may upload writing samples as Word or PDF files on the online submission site. Label each file "title—last name, first name" - Example "Fiction—Brown, John" • If submitting hard copy, please print the manuscript sample and include with application packet. • Please use the following format for manuscripts: Times New Roman or Courier, 12 point font, double- spaced. • Fiction: 10 pages max. • Non - Fiction: 10 pages max. • Poetry: 5 poems (10 pages max.) Poetry may be formatted as the poet determines best suits the poem, but the manuscript must be legible. • Screenplays: 5 pages of dialogue + 1 synopsis. 2 25B -4 SUBMISSION REQUIREMENTS Applications must contain the following documents to be considered for funding: 1. Application Cover Sheet (use attached) 2. Checklist (use attached) 3. Narrative for proposed use of funds and supplemental questions: o Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.). o Is this a new or existing program/project? o How will your project enrich the Santa Ana arts and culture community? Please do not exceed 2 pages for the narrative and supplemental questions. Please follow these formatting guidelines: Double spaced, 12 point Times New Roman, inch margins. 4. Portfolio (see guidelines) 5. Project Timeline (sample attached) 6. Line Item Budget (use attached) 7. One signed Letter of Support from an academic reference or reference from within the creative arts. If letter is in language other than English, please provide English translation. Applications must be submitted by 4 P.M., April, 30, 2015 via one of the following methods: Mail /Hand Delivery: City of Santa Ana Investing In the Artist Grant Administration Community Development Agency M -25 20 Civic Center Plaza, 6th floor Santa Ana, CA 92701 Web site: www.submittable.com CONTACT For questions regarding the application contact Kelly Reenders at (714) 647 -5336 or kreenders(a santa- ana.org. ANTICIPATED TIMELINE 03/19/15 Applications available 04/02/15 Information Session 04/30/15 Applications due by 4 p.m. 05/21/15 Funding recommendations from Commission 06/1/15 Grants awarded/City of Santa Ana Agreement Development 06/18/15 Grant Recipient Reception 2513-5 INVESTING IN THE ARTIST APPLICATION COVERSHEET APPLICATION DUE DATE: Thursday, April 30 (a, 4:00 P.M. City Ward of Residence: Date Submitted: City Ward of Project: Name of Applicant: Address: Phone Number: Email: Website: Letter of Support- Name & Affiliation: Brief Description of Project: Type of Application: ❑ Artist is based in Santa Ana ❑ Artist is not based in Santa Ana and proposes to use 100% of grant funds for a project based in Santa Ana Need: ❑ $5,000 ❑ $10,000 I am applying for: ❑ Equipment ❑ Materials & Supplies ❑Other City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M -25, Santa Ana, CA 92701 (714) 647 -5360 ME INVESTING IN THE ARTIST CHECKLIST ❑ Application Cover Sheet ❑ Checklist ❑ Artist Statement (1 page limit, Times New Roman 12 -point font, double - spaced, 1 inch margins) ❑ Artist Resume /CV (2 page limit, Times New Roman 12 -point font, double - spaced, 1 inch margins) ❑ Brief narrative for proposed use of funds and supplemental questions (2 page limit, Times New Roman 12 -point font, double- spaced, 1 inch margins) Supplemental Questions: • Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.)? • Is this a new or existing program/project? • How will this project enrich the Santa Ana arts and culture community? ❑ Portfolio (see Portfolio Requirements) ❑ One signed Letter of Support on professional letterhead. If letter is in language other than English, please provide English translation. ❑ Project Timeline (sample attached) ❑ Line Item Budget — include equipment, supplies, material, and studio and /or space rental 25b -7 INVESTING IN THE ARTIST SAMPLE PROJECT TIMELINE DATE ACTION OUTCOME F INVESTING IN THE ARTIST LINE ITEM BUDGET PROPOSED GRANT FUNDED PROGRAMMING SERVICES EQUIPMENT, MATERIALS AND SUPPLIES e (equipment, mat rial, supplies for project) Quan- tity Unit Cost Total Cost Gant Furnds Requested Description Total Cost Grant Funds (permits, fees, facility rental for project) Requested Artist is responsible for maintaining documentation of expenses paid for with grant funds. Documentation, such as receipts for expenses, will be required for submittal on the interim and final reports. If receipts are not available for certain expenses, a certifi- cation from the artist certifying the expense may be accepted on a case by case basis. 2513-9 INVESTING IN THE ARTIST LINE ITEM BUDGET PROPOSED PROGRAM BUDGET PROPOSAL Enter budget categories and projected expenditures for the proposed program: Category Expenditures Funded By Santa Ana Grant Expenditures Funded Other Sources (Including in- kind) Total Project Budget Equipment Total Supplies Total Materials Total TOTAL PROJECT REVENUE LIST ALL OTHER PROJECT RESOURCES "Funding Source" total must equal "Total Project Budget" listed above. FUNDING SOURCE AMOUNT Santa Ana Artist Grant TOTAL PROGRAM BUDGET City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M -25, Santa Ana, CA 92701 (714) 647 -5360 25B810 . INVESTING IN THE ARTIST `�_� GRANT OPPORTUNITY ORGANIZATION APPLICATION Investing in the Artist grants distribute small, but impactfal funds to emerging and established arts organizations, serving as a catalyst to further their work while living and creating in Santa Ana, resulting in a more vibrant local art scene. FUNDING The Santa Ana Arts and Culture Commission is seeking to fund grants in the amount of $5,000 and $10,000 to organizations that will enrich and invigorate the Santa Ana arts and culture landscape. Grants will be awarded for arts and culture nonprofit organizations to support programming costs, equipment, and special events. Funding will be provided through reimbursements for eligible Investing in the Artist expenses. Organizations must be financially viable in order to make the expenditures, submit receipts and documentation for reimbursement by the City. Funding may be applied towards artistic needs small and large, depending on the proposal. The Santa Ana Arts and Culture Commission supports special events, arts and cultural programming, and nonprofit essentials such as materials, supplies, special event production, and community engagement. Administrative and operational expenses are not eligible for funding. Grants will require a final report of outcomes achieved. ELIGIBILITY CRITERIA Nonprofit arts and culture organizations that meet the following criteria are welcome to apply: • Organizations with arts and culture focus Organization must be based in Santa Ana and /or serve Santa Ana communities City of Santa Ana employees, elected officials, and commission members are ineligible FUNDING REQUIREMENTS Organizations will be required to obtain/demonstrate the following prior to an award: • Current City of Santa Ana business license • Current General Liability insurance in the amount of $1,000,000 naming the City of Santa Ana as Additional Insured on a primary and non contributory basis • Active nonprofit status and good standing with IRS FUNDING PRIORITIES • Equipment /Supplies - Organization seeking funds for specific arts equipment or supplies • Special Event -Organization seeking funds to support a special event that will enrich the Santa Ana arts and culture community • Special Projects CONFLICT OF INTEREST The Arts and Culture Commission ( "Commission ") members are actively involved in the arts professionally and /or personally. The Commission desires to avoid situations which may com- promise, or appear to compromise, members' objectivity while not preventing their continuing involvement in the arts, or in projects supported by the Commission and City. If the Commis- sion member has a professional, fiduciary, or personal relationship with an applicant, the Com- mission member must notify the Commission of the relationship before the panel meeting or re- view of the applicant. The Commission member must also excuse himself /herself from the room during the discussion of the applicant, and may not discuss the application with any other mem- ber of the Commission prior to, during, or after discussion of the application. 25B -11 EVALUATION CRITERIA Organization applications will evaluated on the following criteria: • Project Merit - 50% • Organization Need - 25% • Potential Community Impact- 25% SUBMISSION REQUIREMENTS Applications must contain the following documents to be considered for funding: 1. Application Cover Sheet (use attached) 2. Checklist (use attached) 3. Organization Mission and History 4. List of Key Staff/Board of Directors (Resume /CV if applicable) Limit 2 pages. 5. Narrative for proposed use of funds and supplemental questions: o Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.). o Is this a new or existing program/project? o How will this project enrich the Santa Ana arts and culture community? Please do not exceed 2 pages for the narrative and supplemental questions. Please follow these formatting guidelines: Double spaced, 12 point Times New Roman. 6. Project Timeline (sample attached) 7. Line Item Budget (use attached) 8. One signed Letter of Community Support (preferably from within the community organization/professional seeks to impact). If letter is in language other than English, please provide English translation. Applications must be submitted by 4 P.M., April, 30, 2015 via one of the following methods: Mail /Hand Delivery: Website: City of Santa Ana www.submittable.com Investing In the Artist Grant Administration Community Development Agency M -25 20 Civic Center Plaza, 6th floor Santa Ana, CA 92701 CONTACT For questions regarding the application contact Kelly Reenders at (714) 647 -5336 or kreendersAsanta- ana.ora. ANTICIPATED TIMELINE 03/19/15 Applications available 04/02/15 Information Session 04/30/15 Applications due by 4 p.m. 05121115 Funding recommendations from Commission 06/1/15 Grants awarded /City of Santa Ana Agreement Development 06/18/15 Grant Recipient Reception 25B212 INVESTING IN THE ARTIST APPLICATION COVERSHEET APPLICATION DUE DATE: Thursdav, Auril 30 Cad, 4:00 P.M. Date Submitted: Organization Name: Organization Address: Contact Person/Title: Phone Number: Website: Brief Description of Project: Email: City Ward of Project: Tax ID #: Type of Application: ❑ Organization is based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Santa Ana ❑ Organization is not based in Santa Ana and proposes to use grant funds to provide arts and culture programming in Santa Ana Need: ❑ $5,000 [-1$10,000 We are applying for: ❑ Programming Costs ❑ Equipment ❑ Special Events ❑Other City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M -25, Santa Ana, CA 92701 (714) 647 -5360 258 -13 INVESTING IN THE ARTIST CHECKLIST ❑ Application Cover Sheet ❑ Checklist ❑ Organization Mission and History (1 page limit, Times New Roman 12 -point font, double- spaced, 1 inch margins) ❑ List of Key Staff/Board of Directors (1 Page) ❑ Narrative for proposed use of funds and supplemental questions (1 page limit, Times New Roman 12 -point font, double - spaced, 1 inch margins) Supplemental Questions: • Please describe any additional City of Santa Ana resources required for your project (permits, public space, licenses etc.)? • Is this a new or existing program/project? • How will this project enrich the Santa Ana arts and culture community? ❑ Project Timeline ❑ Line Item Budget ❑ One signed Letter of Community Support - preferably from within the community organization/professional seeks to impact (if letter is in language other than English, please provide English translation) 25 B- 4 INVESTING IN THE ARTIST SIMPLE PROJECT TIMELINE DATE ACTION OUTCOME 25B -15 INVESTING IN THE ARTIST LINE ITEM BLIDGET PROPOSED GRANT FUNDED PROGRAMMING SERVICES PERSONNEI Description of Personnel (contracted instructors, lecturer honorarium, artist stipend etc.) Total Compensation Grant Funds Requested Total Cost Grant Funds Requested F0IJIPMFNT_ MATFRIAI_S AND SUPPLIES ITEM (equipment, material and supplies) Quantity Unit Cost Total Cost Grant Funds Requested SPEC IAL EVENTS Description (permits, fees, facility rental) Total Cost Grant Funds Requested 25B -16 INVESTING IN THE ARTIST LINE ITEM BUDGET PROPOSED PROGRAM BUDGET PROPOSAL Enter budaet cateaories and oroiected expenditures for the nronosed nroamm- Category Expenditures Funded By Santa Ana Grant Expenditures Funded By Other Sources (Including in- kind) Total Program Budget Total Organization Budget Administrative Staff Salaries and Benefits Contractual/Professional Services /Stipends Equipment, Material, & Supplies Special Events Production TOTAL PROGRAM REVENUE LIST ALL OTHER PROGRAM RESOURCES 'Funding Source" total must equal "Total Program Budget" listed above. FUNDING SOURCE AMOUNT Santa Ana Artist Grant TOTAL PROGRAM BUDGET 25B -17 25B -18 ARTIST GRANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND This Artist Grant Agreement ( "Agreement ") made and entered this __ day of 2015, 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 Individual Artist/Organization Name ( "Grantee ") and, collectively with City, the "Parties ", is for the purpose of providing grant funding pursuant to the Artist Grant Opportunity program. RECITALS: A. On March 17, 2015, the City Council authorized the release of the "Investing in the Artist Grant Opportunity Application," finding that it serves a legitimate public purpose to enrich and invigorate the Santa Ana arts and culture landscape. B. The Arts and Culture Commission reviewed all applicants and determined that Grantee is hereby awarded an artist grant based on its Application for its artwork ( "Project ") attached hereto and incorporated herein as Exhibit A. C. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that any Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth; the parties agree as follows: 1. Term. This Agreement shall be effective upon signature by both Parties and shall expire on unless terminated earlier in accordance with this Agreement. 2. Funding. 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in one or more disbursements, as reasonably determined by City, of an amount not to exceed Thousand Dollars ($ ) ( "Grant Amount" or "Grant "). 2.2. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after each disbursement. 2.3. City represents that there is no correlation or connection between its selection of institutions for grant awards and an institution's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated , 2015, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report ") which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in Exhibit .2 25B -19 any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. To facilitate site visits, conference calls and audits of Grantee, as reasonably requested by City. 3.4. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well - maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.5. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. 3.6. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity. 4. Termination, 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents which has not been cured within 30 days of written notice of such breach. 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. 5. Limitation of Liability. 5.1, IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER 5.2. Section 5 and Section 6 do not limit Grantee's rights, Including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1 Grantee shall defend, indemnify, protect and hold harmless the City, or its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged 25B -20 by third parties to the by the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims "), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. General Provisions. 7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 7.3. This Agreement shall be construed and the rights and obligations of the Parties shall be determined in accordance with the laws of the State of California, with venue of any action arising out of this Agreement in Orange County, California. 7.4. Grantee shall comply with all governmental requirements which may now or in the future become applicable to its activities under this Agreement. 7.6. This Agreement, includes Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 7.5. No waiver by either party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 7.6. Any notice or other communication required or permitted to be made or given by either party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five business days after the date of mailing if sent by registered or certified U.S. mail, postage 25B -21 prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other party at its address as set forth below or at such other address as such party will have specified in a notice given in accordance with this section: Grantee: City, City of Santa Ana Clerk of the Council (M -30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647 -6956 7.7, This Agreement is subject to all applicable local, State and Federal laws 7.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, natlonal origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 7.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 7.10. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City. Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 7.11. Grantee shall allow audits, compliance or special reviews and inspections, including on- site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 25B -22 7,12. Grantee grants to City a non - exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works for the Project conceived, performed or created as a result of this Agreement. 7.13. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an Independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 7.14. Neither party shall assign any rights or obligations under this Agreement. 7.15. Each party covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 7.16. Each party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each party. 7.17. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 7.18. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 25B -23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney z.5 By: Lisa Storck Assistant City Attorney RECOMMEND APPROVAL: Kelly Reenders, Executive Director Community Development Agency CITY OF SANTA ANA David Cavazos City Manager GRANTEE: Name: Title: 3 25B -24