HomeMy WebLinkAboutCarlsbad Playhouse dba Carlsbad Playreaders; 2020-01-08;2019 GRANT AGREEMENT FOR CARLSBAD PLAYHOUSE DBA CARLSBAD PLA YREADERS
This agreement, is made on the 1J� day of�-""""'°""::>j.......:�'----' 2020, by Carlsbad Playhouse
DBA Carlsbad Playreaders (ORGANIZATION), a California nonp o it corporation, hereinafter referred to
as "Grantee," and the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" {the
"Agreement.") City, as Grantor, agrees to provide Grantee the Grant funds awarded to Grantee during
the 2019 Schulman Programming Committee Grant Program in an amount not-to-exceed five thousand
two hundred dollars {$5,200) ("Grant.") The purpose of the Grant is to provide funds to Grantee for the
project outlined in the Agreement Scope ("Agreement Scope").
Project Title: Carlsbad Playreaders 2020 season
The grant provided herein is comprised of funds from the Carlsbad Library and Arts Foundation's Robert
H.Gartner Cultural Endowment fund. Therefore, to ensure that the funds are used as described by the
endowment requirements, in accordance with the law, the City and Grantee hereby agree to the
following terms.
TERMS AND CONDITIONS OF GRANT
1.TERM. The term of this Agreement shall mean the period commencing on the effective date of
this Agreement and expiring on December 31, 2020. The term of this Agreement may be
extended by mutual written agreement of the parties. The parties will prepare a written
amendment indicating the effective date and length of extended Agreement.
2.USE OF CARLSBAD LIBRARY AND ARTS FOUNDATION'S ROBERT H. GARTNER CULTURAL
ENDOWMENT PROCEEDS.
a.Grant funds are to be disbursed as outlined in this Agreement in consideration of and on
condition that the sum be expended in carrying out the purpose as set forth in the
Agreement Scope and under the terms and conditions set forth in this Agreement.
Grantee agrees to assume any obligation to furnish any additional funds that may be
necessary to complete the Agreement Scope.
b.All costs accrued for services and/or supplies prior to the execution of Agreement are
not eligible for funding or reimbursement.
3.As per the selection committee, Grantee will receive a fee waiver for rental of the Schulman
Auditorium and a staff technician as well for rehearsal and/or set up time adjacent to
performance (up to double the performance time). Grantee is expected to provide front of
house staff for the program as well as a stage plot for the program and is solely responsible for
all program publicity and promotion.
4.CONDITIONS OF FUNDING AND DISBURSEMENT. City shall have no obligation to provide the
Grant proceeds or to make any subsequent disbursement of Grant proceeds, and may seek
reimbursement of Grant proceeds, if any of the following requirements are not fully satisfied:
a.Grantee agrees to use grant funds to implement the Agreement Scope, including using
the Grant funds to only cover expenditures for programs and services incurred during
the Agreement Scope dates and under the terms and conditions of this Grant
Agreement.
b.Grantee shall certify that the Agreement Scope is within Carlsbad city limits or that the
Grantee's main address is within Carlsbad city limits.
c.Grantee shall complete all work in accordance with Agreement Scope,
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d. As reasonably soon as possible, but in no case later than thirty (30) calendar days,
Grantee shall notify the City of events or proposed changes that could affect the
Agreement Scope.
e. The Grantee shall be responsible for the performance of the work, as set forth herein,
and for the preparation of reports required by this Agreement.
f. Before Grantee makes any material changes to the Agreement Scope, Grantee agrees to
submit to the City, in writing, a proposal requesting changes to the Agreement Scope.
Grantee shall make no material changes to the Agreement Scope unless and until City
formally approves the Grantee's request in writing.
g. Grantee agrees to acknowledge the City's Grant consistent with the Schulman
Programming Committee 2019 proposal form, attached hereto as Exhibit A.
h. Grantee shall provide full and timely information to the City to update staff on
programs, and include naming the City in any publications and/or social media, whether
in digital or print format, as opportunities arise. All publicity materials, press releases,
publications and fliers shall include: "Carlsbad Playreaders is made possible in part by
the Carlsbad Library & Arts Foundation's Robert H. Gartner Endowment Fund."
i. Grantee shall retain all records and supporting documentation, including expenditure
receipts, applicable to the Agreement Scope and this Agreement for a period of three
(3) years, and make all records and supporting documentation readily available, upon
request, for inspection and/or audit by representatives of the City.
5. RETURN OF GRANT FUNDS. Any determination, by the City, of noncompliance with activities
and expenditures outlined in the Agreement Scope without prior notice and express approval by
the City, upon demand by the City, Grantee agrees to return to the City the amount requested
by the City, up to and including an amount equivalent to the full Grant award. Failure of the
Grantee to comply with the terms of this Agreement shall not be the cause for return of Grant
funds if, in the judgement of the City, such failure was due to no fault of the Grantee. In such
case, any amount required to settle, at minimum cost, any irrevocable obligations properly
incurred shall be eligible to be paid by Grant funds.
6. REQUIRED REPORTS. Failure to complete the following reports may render the recipient
ineligible to receive the full and final payment of the Grant award.
a. Submit a Revised Schulman Programming Committee Proposal form attached hereto as
Exhibit A, within thirty (30) days of Grant award notification.
b. Submit a Final Report including all required attachments by completing the designated
form to the City within thirty (30) calendar days after the Agreement Scope end date or,
January 31, 2021, whichever is earlier.
Grantees in noncompliance with the above reporting requirements agree to return some or all
of the initial Grant payment if requested by the City. Additionally, if Grantee is found to be in
noncompliance, Grantee agrees that for the year immediately following a determination of
noncompliance, Grantee shall be ineligible to receive any new grants from the City.
7. DISBURSEMENT OF GRANT FUNDS. The Grant amount to be provided to the grantee, under this
Agreement, may be disbursed as follows:
a. First payment of 80 percent of Grant will be disbursed upon approval of Schulman
Programming Committee 2019 proposal form as applicable, and receipt of fully
executed contract.
b. Final payment of 20 percent of Grant will be disbursed upon receipt of Final Report and
approval by City staff.
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c. Any payment of a Grant amount in excess of the final Project costs shall be returned to
the City within sixty (60) days of completion of the Agreement Scope or the Project end
date, whichever is earliest.
8. PROJECT CANCELLATION.
a. If a Grantee wishes to cancel a Project at any time, Grantee shall notify the City in
writing within fifteen (15) calendar days of the decision to cancel and Grantee, at the
time it provides the City with notice of cancellation, shall return all Grant funds to the
City.
b. In the event an approved Agreement Scope cannot be completed for any reason, and if
Grant funds were disbursed to Grantee, Grantee agrees to return all Grant funds to the
City forthwith.
9. PROJECT MODIFICATION OR TERMINATION.
a. Grantee may unilaterally rescind this Agreement at any time prior to the
commencement of the Project, or prior to first disbursement of funds. After Project
commencement, as outlined in the Agreement Scope, or disbursement of Grant funds,
this Agreement may be rescinded, modified or amended only by mutual agreement, in
writing, of both the City and Grantee.
10. LOSS OF GRANT. At the discretion of the City, the following actions may result in a loss of all or
in part of any Grant amount allocated to the Grantee:
a. A Grantee fails to enter into a signed Agreement with the City within sixty (60) calendar
days of receipt of the Agreement.
b. Activities associated with Grantee occur that do not align with activities described in the
Agreement Scope, including, but not limited to, reduction in services, significant
alteration of Agreement Scope elements, such as performers, artists or attendees, or
significant changes in budget income, expenses or line item designations from Grantee's
budget, included in the Agreement Scope.
c. A Grantee withdraws or terminates the Agreement Scope.
d. A Grantee fails to complete the Agreement Scope and/or fails to submit all required
reports and/or documentation before December 31, 2020.
11. COVENANT AGAINST DISCRIMINATION. Grantee agrees that neither it nor its agents shall
discriminate against any clients, prospective clients, employees, prospective employees,
contractors, or prospective contractors on the basis of race, color, religion, sex, national origin,
age, disability or familial status.
12. NOTICES.
a. The names and addresses of the persons who are authorized to give written notices to
receive written notice on behalf of City and on behalf of Grantee under this Agreement.
b. Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
For Grantee:
Carlsbad Playhouse OBA Carlsbad Playreaders
Attn: Carol Naegle, President
1520 Elm Drive
Vista, CA 92084
Email: cnaegele1@cox.net
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For City:
City of Carlsbad
Library & Cultural Arts Director
1775 Dove Lane
Carlsbad, CA 92011
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13. INDEMNIFICATION. Grantee hereby agrees to defend, indemnify, and hold free and harmless
the City, its officers and employees, against any and all claims, damages, losses, costs (including
but not limited to attorney's fees) and liabilities of any kind arising directly or indirectly out of,
or related in any way whatsoever to the provision of Grant proceeds.
14. NO PARTNERSHIP OR JOINT VENTURE. The relationship between City and Grantee is solely that
of Granter and Grantee. Under no circumstances shall City and Grantee be deemed to be
partners or involved in a joint venture.
15. MODIFICATIONS. This Agreement may not be modified or amended except by written
document executed by a duly authorized representative of both the City and the Grantee.
16. GOVERNING LAW. This Agreement shall be construed in accordance with and be governed by
the laws of the State of California. Venue, in the event of a dispute, shall be in the North San
Diego County Superior Court.
17. SEVERABILITY. In the event that any provision or clause of this Agreement conflicts with
applicable law, such conflict shall not affect other provisions of this Agreement, which can be
given effect without the conflicting provision. To this end, the provisions of this Agreement are
declared to be severable.
18. DRAFTING AMBIGUITIES. Grantee understands that it is aware that it has the right to be advised
by counsel with respect to the negotiations, terms and conditions of this Agreement, and that
the decision of whether or not to seek advice of counsel with respect to this Agreement is a
decision which is the sole responsibility of Grantee. This Agreement shall not be construed in
favor of or against either Party by reason of the extent to which either Party participated in the
drafting of this Agreement
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19. SIGNING AUTHORITY. The representative for each Party signing on behalf of a corporation,
partnership, joint venture or governmental entity hereby declares that authority has been
obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to
hold the other Party or Parties hereto harmless if it is later determined that such authority does
not exist.
GRANTEE
(1st signature here)
C!_;\kOL.f\ L. N(\f:..C-:,E. le.-,
·v1t-<, ~~ v:d--esca v·d cf .bw~c -h) rs. i (Print name/Title)
O_,i'lC\~e le< .i. (i:1 cox:. rtd::
(E ii address)
I ;J_/ ~~c le-2-C 'er
**By: ___________ _
(2nd signature here)
(Print name/Title)
(Email address)
(Date)
CITY OF CARLSBAD, a municipal corporation of
the St~at :f California j) .
By: ----dM./ 1 I~
HEAT R PIZZUTO
Library & Cultural Arts Director
ATTEST:
7l %-(JJ;-;:_ n!-
BARBARA ENGLESON I
City Clerk
If required by City, proper notary acknowledgment of execution by contractor must be attached . .!f..E.
Corporation. Agreement must be signed by one corporate officer from each of the following two groups.
*Group A. **Group B.
Chairman.
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. B~EWER, City Attorney
By: ~ k ~d~
Assistant City Attorney
Date
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EXHIBIT "A"
SCOPE OF GRANT
Grantee must complete the following to satisfy grant funding:
1. Required with contract-Completed Schulman Programming Committee Proposal
2. Required by Dec. 31, 2020 -Schulman Programming Committee Post-Event Report
3. Schedule for 2020 Carlsbad Playreaders Season
Jan. 27
Feb.24
Circle Mirror Transformation by Annie Baker
The Normal Heart by Larry Kramer
March 16 Anon(ymous) by Naomi lzuka
May4
June 15
Oct. 19
Dec. 7
How to Survive an Apocalypse by Jordan Hall
Abe Lincoln and Uncle Tom in the White House by Carlyle Brown
John and Jenn by Andrew Lippa and Tom Greenwald
Greetings by Tom Dudzick
Invoicing/Payment:
All reports shall be submitted to Community Relations Manager Jessica Padilla Bowen and shall be
sufficiently detailed. All payment approval will be completed by the City's Library & Cultural Arts
Director or designee.
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WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by: Jessica Padilla Bowen, Library & Cultural Arts 12-23-19
(Name and Department) (Date)
Proposed modification(s) to the General Liability
(Type of insurance)
requirement(s) for Carlsbad Playhouse DBA Carlsbad Playreaders
(Name of contract)
D Reduce coverage to the amount of: ~$ ______ _
[j] Waive coverage D Other: ______________________________ _
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
□Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product. [explain] _______ _
□Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable}
□Contract Amount/Term of Contract: $ _______ . Work will be completed over a period of ___ _
□Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain]. ___________________________ _
[j]Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request): Performances on this agreement will be the reading
of plays, and actors remain primarily stationary on stage in the Schulman Auditorium, 1775 Dove Lane, Carlsbad CA 92011 for all 2020 readings.
Approved by Risk Manager for this contract only:
H:\WORD\Insurance\Admin Order #68.doc
06/15/2006
(Signature)
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12--~ 3o-,;
(Date)