HomeMy WebLinkAboutArtSplash Joni Miringoff; 2014-10-21;GRANT AGREEMENT
THIS AGREEMENT is made on the day of Dc."T&^et^ . 2014,
("Connmencement Date") by ARTSPLASH a California nonprofit corporation, hereinafter
referred to as "Grantee," and the CITY OF CARLSBAD, a municipal corporation,
hereinafter referred to as "City."
1. Description. City, as Grantor, agrees to provide Grantee with an amount
of money ("Grant") not to exceed twenty six thousand five hundred eleven dollars and
seventy cents ($26,511.70, hereinafter "Grant"); and to provide in-kind city services
(hereinafter "Services"), based on fair market valuation, of up to seven thousand one
hundred twenty eight dollars and thirty cents ($7,128.30) as further described in
Attachment 1 attached hereto and incorporated herein by this reference. The purpose of
the Grant and Services is to provide funds and assistance to Grantee for the 11"^ annual
Carisbad ArtSpiash event to be held on September 27 and 28, 2014.
Grantee shall submit to City documentation to verify that expenditure of Grant funds is
consistent with this Agreement.
2. Use of City Council Budget Appropriation Proceeds. Grant proceeds
shall be used by solely for operafing costs associated with the ArtSpiash event to be held
on September 27 and 28, 2014 in Carisbad. Operating costs could include, but are not
limited to, such things as prinfing, postage, advertising, art materials, operafing supplies,
professional services associated with holding the event. The Grant proceeds shall not be
used for any publication containing political advertisements or advocacy for a particular
ballot measure or political candidate. The City reserves the right to deny reimbursement
of Grant proceeds for inappropriate expenditures in violation of this Agreement.
3. Reimbursements. Reimbursement funds are to be released upon receipt
of a written request from the Grantee. The proceeds of the Grant shall be disbursed to
the Grantee in one installment and on a reimbursement basis only for expenditures made.
4. Term. The term of this Agreement shall mean the period commencing on
the date of this Agreement and expiring on December 31, 2014. The term of this
Agreement may be extended by mutual written agreement ofthe parties.
5. Conditions of Funding and Disbursement. The City shall have no obligafion
to provide the Grant proceeds or to make any subsequent disbursement of grant
proceeds, but may seek reimbursement of Grant proceeds, if any of the following
condifions are not satisfied:
(a) Grantee shall have executed this Grant Agreement, and all other documents
and security instruments required hereunder or reasonably necessary to effectuate the
purposes hereof; and,
(b) Grantee shall have strictly complied with, and performed under this Grant
Agreement, and any other agreement executed in connection with the Grant; and,
CA Approved 4/7/14
(c) Grantee shall have obtained all necessary approvals from the City; and,
(d) Grantee shall not expend any grant funds on publications containing political
advertisements or advocacy for a particular ballot measure or political candidate; and;
6. Accounting, Auditing and Reporting. If requested, the Grantee shall permit
the City to inspect Grantees' accounting records during normal business hours upon 48
hours' notice to Grantee, to verify use of the Grant proceeds and to conduct an audit of
the accounting records and expenditures, if the City deems that necessary. Original
records (receipts) must be maintained for two years and made available to the City should
they request to audit them.
7. 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.
8. Notices. Notices related to this Agreement shall be sent certified mail, return
receipt requested or by express delivery service or personal delivery, each with a delivery
receipt. Delivery shall be deemed effective as of the date shown on the delivery receipt
or the date delivery was refused, or the notice was returned as undeliverable in those
events.
The names and addresses of the persons who are authorized to give written notices or
to receive written notice on behalf of City and on behalf of Grantee under this Agreement
are as follows:.
Grantee:
ArtSpiash
Attn: Joni Miringoff
5620 Paseo Del Norte, #127-442
Carisbad, CA 92008
Citv:
City of Carisbad
Housing & Neighborhood Services Director
1200 Carlsbad Village Drive
Carisbad, CA 92008
(Remainder of Page Intentionally Left Blank)
CA Approved 4/7/14
The parties may subsequently provide written notice of a change of address in
accordance with this Section.
10. 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 for the 2014 ArtSpiash.
11. No Partnership or Joint Venture. The relationship between City and
Grantee is solely that of Grantor and Grantee. Under no circumstances shall Grantor and
Grantee be deemed to be partners or involved in a joint venture.
12. Modifications. This Agreement may not be modified or amended except
by written document executed by a duly authorized officer of City and Grantee.
13. 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.
14. 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.
15. Drafting Ambiguities. Grantee understands that it is aware that it has the
right to be advised by counsel with respect to the negotiafions, 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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CA Approved 4/7/14
16. Signing Authority. The representative for each Party signing on behalf of
a corporafion, 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.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be
executed as of the day and year first written above.
ArtSpiash
California Non-profit Corporation
'By:. 3
PRESIDENT (signat64:e)'
(Print name/PRESIDENT)
(Email address)
CITY OF CARLSBAD, a municipal
corporation ofthe State of California
By: CywT^^
City Manager or Mayor-
Steve Sarkozy
ATTEST:
OCT n,^OtH
(Date)
'By:.
SECRETAR
BARBARA E
City Clerk
SECRETARY (signature)
(Print name/SECRETARY)
(Email address)
(Date)
If required by City, proper notary acknowledgment of execution by contractor must be
attached. Ifa Corporation, Agreement must be signed by one corporate officer from each
of the following two groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
CA Approved 4/7/14
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. BREWER, City Attorney
By: J^M^^^/t
Assi^rtant City Attorney
Date
/O '2-/' //.
CA Approved 4/7/14
Attachment 1
ArtSpiash 2014
> Direct Cash Assistance $26,511.70
> In-Kind Services Costs (required elements for this special event) $7,128.30
Service 2014 Provider 2014 Estimates
Police staffing Carlsbad Police Department $4,805.95
Fire Prevention inspection Carlsbad Fire Department $1,047.91
Special Event application;
third party vendor fee
Carlsbad Parks & Recreation $555.00
Storm water inspections Carlsbad Public Works,
Streets and Transportation
Divisions
$719.44
Estimated Cost Total $7,128.30
NOTE: Service charges will be based on number of hours at full burdened rate.
*Any in-kind services cost over the amount allocated must be paid for by the Applicant.
TOTAL $33,640.00