CITY OF SANTA ANA
DONATION AGREEMENT
1. PARTIES AND DATE
This Donation Agreement (“Agreement”) is made and entered into this 1st day of October, 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 State of California (“City”), and The Frida Cinema, a California nonprofit public benefit 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 funding to assist Recipient with “DTSA First Saturday ArtWalk ,” (“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 providing a free year- round, all-ages, community-based arts showcase that takes place throughout Downtown Santa Ana.
This includes live art and music, outdoor vendors, group dance lessons, and over 20 art galleries and studios featuring rotating exhibitions and performan ces. The events promote economic growth for the city by increasing foot traffic to local businesses from Santa Ana residents as well as residents from other cities. 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 payment in an amount not to exceed ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) for this continuing event because the City has determined that there is a public purpose to be served in supporting the Community Benefit. Recipient will be paid in twelve equal monthly installments in the amount of $12,500 on the 5th day of each month , after full execu tion of the Agreement, as follows: October 5, 2024, November 5, 2024, December 5, 2024, January 5, 2025, F ebruary 5, 202 5, March 5, 2025, April 5, 2025, May 5, 2025, June 5, 2025, July 5, 2025, August 5, 2025, and September 5, 2025. 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 pr ovided for in this Agreement. Should Recipient fail to use the funds for such purpose , or fail to continue the Community Benefit, 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 EXHIBIT 1
CITY OF SANTA ANA
DONATION AGREEMENT
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.
3.3 Waivers, Insurance or Other Obligations . For purposes of the City'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 implem ented 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 Oversight by City . Nothing in this Agreement shall be implied or interpreted as City establ ishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient.
3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the C ommunity Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify 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, omi ssions, willful 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 limitati on 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, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every ki nd 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, ag ents, or volunteers, in any such suit, action or other legal proceeding. 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 ther ewith 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 Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prio r negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties.
EXHIBIT 1
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EXHIBIT A
Request for Sponsorship Funds
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PROJECT SCOPE STATEMENT
1. Project Overview
● Project Name: DTSA First Saturday ArtWalk
● Location: Downtown Santa Ana (DTSA), Santa Ana, CA: Various Locations ● Frequency: Monthly (First Saturday of each month)
● Objective: To organize and produce a community-driven art walk event that highlights local artists and creators, galleries, and businesses, fostering cultural engagement and supporting Santa Ana’s local arts community.
2. Project Goals and Objectives
● Showcase Local Artists and Creators: Provide a consistent platform for emerging and established local artists and creators to engage with, and exhibit their work to, the community.
● Engage the Community: Encourage community participation and attendance by offering a diverse range of art forms, including visual arts, crafts, live music, and performance.
● Support Local Businesses: Showcase, and partner with, local businesses to enhance the event experience and drive economic activity in the downtown area. ● Foster Cultural Appreciation: Promote a deeper appreciation for the arts within the community, as well the community’s active and thriving arts scene itself, by featuring various artistic disciplines and cultural expressions. ● Event Brand Legacy: Ensure recognition of DTSA First Saturday ArtWalk as the staple, premier monthly community event held to celebrate and showcase the community’s artists, galleries, and opening gallery shows.
3. Deliverables
● Event Planning and Coordination (monthly):
○ Develop a monthly event schedule, including gallery exhibitions, performances, and special activities.
○ Secure necessary permits and approvals from the City of Santa Ana. ○ Coordinate with local galleries, businesses, and community partners for participation, and to ensure active and accurate promotion of their events.
● Marketing and Promotion:
○ Create and distribute promotional materials, including 11x17 event posters and a monthly event program.
○ Manage digital marketing campaigns to increase event visibility, including newsletters and special media posts.
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○ Engage with local media outlets and event partners for coverage. ● Artist and Vendor Management:
○ Select and coordinate with participating artists, performers, and vendors. ○ Allocate space and logistical support for art installations and vendor booths.
○ Provide clear guidelines and communication to all participants. ○ Goal is to ensure at least forty (40) participating vendors; at least six (6) participating live musicians, bands and/or DJ’s; and to coordinate with all existing galleries located within the event footprint.
● On-Site Event Execution:
○ Set up and manage event infrastructure, including booth placement, stages, sound systems, etc.
○ Ensure crowd control, security, and safety measures are in place, including street closure materials.
○ Oversee event staff and volunteers for smooth operations. ○ Outdoor locations will include 2nd Street Promenade/Artist Village; Sycamore Street between 2nd and 3rd Streets; Calle Cuatro Plaza; French Street between 4th and 5th Streets; and various parking spaces, parklets, and other such non-traditional outdoor spaces throughout the community.
4. Project Constraints
● Timeframe: Each event must be planned and executed within a one-month cycle, with specific deadlines for permits, marketing, and participant coordination. ● Budget: The project budget for this free community event is limited to available funding from sponsors, community partners, vendors, and any allocated organizational resources.
● Regulatory Compliance: All activities must comply with local laws, ordinances, and safety regulations.
5. Assumptions
● Community Interest: There will be ongoing interest and participation from artists, local businesses, and the local community.
● Sponsorship and Funding: Sufficient funding and sponsorships must be secured to cover event costs.
● Weather Conditions: The event takes place both indoors at participating galleries and businesses, and outdoors at identified activated areas, assuming favorable weather conditions.
6. Project Stakeholders
● Primary Stakeholders:
○ DTSA Galleries and Businesses
○ Local Artists and Performers
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○ City of Santa Ana (Permits and Regulatory Bodies)
○ Event Sponsors and Partners
○ Santa Ana Residents and Community Members
● Secondary Stakeholders:
○ Visitors and Tourists
○ Event Staff and Volunteers
7. Project Risks
● Weather-Related Disruptions: Inclement weather could affect outdoor activities and attendance. In the event of a forecast that calls for a 40%+ chance of rain, announcements will be amply made that outdoor elements of the event will be canceled, but the event will proceed with a focus on gallery openings, business promotions, and any activities that will still continue indoors. ● Participant No-Shows: Artists or vendors may cancel at the last minute. ● Budget Overruns: Unexpected costs or insufficient funding could strain resources and affect event quality.
8. Success Criteria
● Artist, Vendor, and Business Satisfaction: Positive feedback from participating artists, vendors, and local businesses.
● Community Engagement: Strong community participation, positive social media engagement, and positive feedback from community members. ● Attendance: Meeting or exceeding target attendance numbers for each event. ● Financial Performance: Staying within budget and achieving financial sustainability and growth through sponsorships and partnerships.
Prepared by:
Logan Crow
Executive Director
The Frida Cinema
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