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HomeMy WebLinkAboutSan Diego New Music; 2019-04-29;CARLSBAD LIBRARY AND ARTS FOUNDATION, GARTNER FUND GRANT AGREEMENT FOR SAN DIEGO NEW MUSIC This agreement, is made on the J,_(\\½ day of · I 20 \q , by San Diego New Music, a nonprofit (ORGANIZATION), hereinafte refe red to as "Grantee," an~ 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 through the Carlsbad Library & Arts Foundation, Gartner Fund Grant in an amount not to exceed three thousand dollars ($3,000) ("Grant.") The purpose of the Grant is to provide funds to Grantee for the project outlined in the Agreement Scope ("Agreement Scope"). Project Title: Made in San Diego! The grant provided herein is comprised of public funds. Therefore, to ensure that the public funds are used for a public purpose, 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 June 16, 2019, sixty days after completion of grant-funded project, as outlined in the Agreement Scope 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 GRANTS 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 through the use of Grant proceeds. c. Eligible and ineligible costs and waiver of Schulman Auditorium fees include, but are not limited to, items detailed in the Agreement Scope. 3. 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 deemed eligible for funding 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 takes place within the Ruby G. Schulman Auditorium. c. Grantee shall complete all work in accordance with Agreement Scope. 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. 1 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 Agreement Scope. h. Grantee shall provide full and timely information to the City to update staff on programs, and include naming the City per Agreement Scope in any publications and/or social media, whether in digital or print format, as opportunities arise. 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. 4. 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. 5. 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 Final Report including all required information by completing the designated form to the City (30) calendar days after the Agreement Scope end date. 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. 6. 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 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. 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. 7. 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. 8. 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 2 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. 9. 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 May 16, 2019, 30 days after completion of funded project. 10. 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. 11. 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: San Diego New Music Eric Starr, Executive Director 5544 Forbes Ave San Diego, CA 92120 ericsta rr@sandiegonewmusic.com 3 For City: City of Carlsbad Library & Cultural Arts Director 1775 Dove Lane Carlsbad, CA 92011 \\\ \\\ \\\ \\\ \\\ \\\ \\\ 12. 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. 13. NO PARTNERSHIP OR JOINT VENTURE. The relationship between City and Grantee is solely that of Grantor and Grantee. Under no circumstances shall City and Grantee be deemed to be partners or involved in a joint venture. 14. 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. 15. 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. 16. 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. 17. 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 4 18. 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 'By: L~ (1st signature here) f> ;c. S~,rr, ~lt\..~V'-l) \Yf-1.. ~( (Print name/Title) Er-;c.,>~vr~S"J ~~c; he.w,~\Kz;:.. .. UW\ (Email address) ~/-+/I~ (Date) **By: ___________ _ (2nd signature here) (Print name/Title) (Email address) (Date) CITY OF CARLSBAD, a municipal corporation of the~ni~- By: ~ fj~ HEATHER PIZZUTO Library & Cultural Arts Director ATTEST: w ~ C9,------: ~{/\ BARBARA ENGLESON City Clerk If required by City, proper notary acknowledgment of execution by contractor must be attached . .!i..2 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. ~f}E~ERf'1i~orney By: ____ tf .......... 0{.AJl'---------- Assistant City Attorney tf(~(l&f Date 5 EXHIBIT "A" SCOPE OF GRANT Itemized list of what Grantee will complete to satisfy grant funding. Items which may be included in this section: 1. Required -Agreement Scope 2. Required -Carlsbad Library & Arts Foundation (CLAF}, Gartner Fund Grant Application 3. Required -Approval of Application, per Schulman Programming Committee meeting notes 4. Required -Approval of Event Date 5. Required -Quote Representing Value of Waiver of Use 6. Optional, as needed -CLAF, Gartner Fund Grant -Project Budget Information 6 AGREEMENT SCOPE Acknowledgement Guidelines • Grantees must credit the Carlsbad library and Arts Foundation for its support of the project in printed, electronic and broadcast promotion of the funded projects with the following acknowledgement: "This program is sponsored by the carlsbad Library and Arts Foundation's Robert H. Gartner Cultural Endowment Fund." • When referring to the Ruby G. Schulman Auditorium, please use the following address: Ruby G. Schulman Auditorium Carlsbad City Library complex 1775 Dove Lane Carlsbad, CA 92011 • Grantees failing to provide public acknowledgement may be denied funding for future applications. List of Ineligible Expenditures The Carlsbad Library and Arts Foundation will NOT award grants to: • Applicants that have a "delinquent" status with the Community Arts Grants Funding Programs • Retroactive funding for completed activities • Capital expenditures, including construction, renovation or purchase of real property • Private events or any activities offered for the sole purpose of raising money in excess of the value of programs or services delivered • Applications that do not support nonprofit, public art activities or projects that benefit a for- profit business or activity • Support groups and/or "friends of' organizations of City departments or facilities Funding may NOT be used for: • Costs incurred before the start of the funded project • Arts activities outside the Ruby G. Schulman Auditorium • Publication of manuscripts or compositions not created as part of a grant-supported project Requirement for Events in the Schulman Auditorium • No activity will be permitted that is in violation of local, state or federal statutes. Renters must adhere to all city policies, fire codes and Library & Cultural Arts (L&CA) Rules of Conduct during their use of the facility. • All groups must be under the direction and supervision of their own leadership. There must be at least one adult (defined as 21 or older) present and responsible for each 10 minors at all times. • Groups are responsible for controlling noise that could disturb other activities in the L&CA facility. L&CA reserves the right to full access of all activities to ensure that all rules and regulations are being observed. Use may be terminated for misrepresentation or engagement in any activities that jeopardize participants' safety and welfare. • Food is not permitted in the Ruby G. Schulman Auditorium. Beverages in containers with secure spill-proof lids are permitted in the Ruby G. Schulman Auditorium. 7 • Grantees using the Ruby G. Schulman Auditorium are expected to leave it in the same condition as existed at the beginning of rental. • Alcoholic beverages are restricted to beer, wine and champagne. Serving of alcoholic beverages must adhere to City of Carlsbad liability insurance requirements. Groups selling alcohol (beer, wine and champagne only) must obtain "Daily On-Sale License" from the Alcoholic Beverage Control Board and liquor liability coverage must be obtained (Carlsbad City Council Policy Statement 28). • Library & Cultural Arts administration or designee will have final authority on what food and drink is allowed. Outline of Waiver of Use for Accepted Dates Award of Carlsbad Library and Arts Foundation Funds, as approved by the Schulman Programming Committee, includes a waiver of use for accepted dates and times as outlined in quote including in Scope of Agreement. 8 SCHULMAN PROGRAMMING COMMITTEE Minutes Nov. 08, 2018 3: 15 p.m. at Dove Library Boardroom Attendees: Heather Pizzuto, Diane Bednarski, Suzanne Smithson, Jessica Padilla Bowen, Richard Schultz, Megan Gilby and Megan Vanzandt Absent: (Diane missed the Proposals and arrived late for the Discussions and Suzanne phoned in for just the Proposals) None I. Proposals for Consideration & Owner A. San Diego New Music (Megan Gilby) San Diego New Music advised Megan that their low attendance numbers were based on a small venue size they have been using; their marketing is good and each composer has their own marketing. After discussion, it was decided to increase their financial support to $3000 (instead of the $2000 that they were requesting), but they can't charge admission. • Action: Megan will let them know that we want to develop a future relationship/collaboration with them. • Approve YIN: YES (to the facility fee waiver and $3000 of financial support-no charging admission please) Meeting notes taken by Megan Vanzandt 1. San Diego New Music, 501©3 2. Eric Starr, Executive Director, Ericstarr@sandiegonewmusic.com, 530-575-1125, 5544 Forbes Ave, San Diego, CA 92120 3. Made in San Diego! 4. An evening concert later in February or early March. 5. For over two decades, San Diego New Music has presented chamber music concerts of innovative and adventurous contemporary music along with prominent works from the 20th century. Central to our mission is the promotion of San Diego's contribution to the field of new music, by presenting the works of San Diego-based composers and by showcasing the talents of performers in our own community. Building on this history, we propose to present our first formal concert in the North county, "Made in San Diego", featuring works by composers residing in San Diego, performed by members of our community. The program spans current and former faculty from prominent area institutions, freelance composers, and alumnae of San Diego's universities, including some of the most active composers and performers in our region. Program Kry!, by Robert Erickson (1977), for solo trumpet Post-Truth Lament, by Rand Steiger (201 7), for piano and quarter-tone keyboard For Fred, by Aaron Alter (2015), for violin and piano Rain, Sea, Sky, by Madelyn Byrne (2008), for vibraphone, piano and electronics Shift (The Knife Grinder), from Violin Concerto, by Christopher Adler (2013), for violin and piano Moving Into, by Christian Hertzog (2018), for piano Parameters II, by Nathan Hubbard (2012), for ensemble 6. Concert goers and culture lovers in north county San Diego who are interested in what our own arts ecosystem has helped to create. Attendance 50-100. 7. The goal is to feature music written by composers living in San Diego. Our most prominent composers are often overlooked in local concert programs, even though their work is of exceptional quality and interest. 8. A dress rehearsal the day of the concert in Schulman Auditorium. 9. Our only costs for this concert, beyond any fees required for the use of the hall and tuning of the piano, are to compensate the performers based on the number and length of pieces to be· performed for a total of $2,000: Rachel Allen $200 Eric Starr $200 Batya MacAdam-Somer $300 Kyle Adam Blair $300 Christopher Adler $300 Ryan Nestor $400 Nathan Hubbard $300 10. No. This would be the first time San Diego New Music has presented this program. 11. We would like to charge an admission price of $15, though this is flexible.