EXHIBIT 1
AGREEMENT BETWEEN THE FRIDA CINEMA AND CITY OF SANTA ANA FOR
SPONSORSHIP OF THE DOWNTOWN SANTA ANA ART WALK
THIS AGREEMENT is made and entered into on this 21st day of October, 2025 by and between The Frida Cinema, a California nonprofit public benefit corporation ("Consultant"), and 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").
RECITALS
A. On July 7, 2025, the City issued a Request for Proposal No. 25-093 ("RFP"), by which it offered sponsorship support to qualified organizations as part of a monthly Downtown Santa Ana Art Walk. The Art Walk includes activities for multiple art galleries, performance spaces, and public areas such as live music, exhibitions, pop-up markets, and interactive art experiences.
B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide services described in the scope of work that was included in the RFP. The RFP is referenced herein as if incorporated in full.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional
consulting firm in the field.
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. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The amount to be expended shall not exceed $150,000 per year, and the total amount to be expended during the entire term of this Agreement, including all extensions, shall not exceed $450,000. Consultant will be paid in twelve equal monthly installments in the amount of $12,500 on the 5th day of each month, after full execution of the Agreement, as follows for the first year of the Agreement: November 5, 2025, December 5, 2025, January 5, 2025, February 5, 2026, March 5, 2026, April 5, 2026, May 5, 2026, June 5, 2026, July 5, 2026, August 5, 2026, September 5, 2025, and October 5, 2026. A similar
pay schedule will follow with any optional extensions.
#2095922v4
b. In executing this Agreement and receiving the funds, Consultant agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Consultant fail to use the funds for such purpose, or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement, pursuant to Section 15 below, and demand the return of any misused funds.
c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions.
Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above for a one (1) year term with the option for the City to grant up to two 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it
be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and
#2095922v4
ame ogan Crowl
Audua Onna-Nillen
'11