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HomeMy WebLinkAboutAssitance League of North Coast; 2012-10-03;GRANT AGREEMENT THIS AGREEMENT is made on the day of OgTfe^ei^ , 2012, ("Commencement Date") by ASSISTANCE LEAGUE OF NORTH COAST a Califomia nonprofit corporation, (Grantee) and the CITY OF CARLSBAD, a municipal corporation ("City"). 1. Description. Grantor, agrees to provide Grantee with an amount of money not to exceed five thousand dollars ($5,000) ("Grant"). The purpose of the Grant is to provide funds to Grantee for operating costs for the Operation School Bell Program. 2. Use of Grant Proceeds. Grant proceeds shall be used solely for operating costs associated with the Operation School Bell in Carlsbad. Operating costs could include, but are not limited to, such things as Footsteps, Health Kits, Emergency Clothing, and Home Alone. 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. The proceeds of the Grant shall be disbursed to the Grantee in one installment and on a reimbursement basis only. Funds to be released upon receipt by the Housing and Neighborhood Services Director, within 90 days after submittal, of detailed documentation that the expenditures were consistent with this reimbursement Agreement. 4 Term. The term of this Agreement shall be the period commencing on the date of this Agreement and expiring on December 31, 2012. The term of this Agreement may be extended by mutual written agreement of the parties, if determined necessary and appropriate, and as agreed to by both the City and Grantee. 5. Conditions of Funding and Disbursement. The City shall have no obligation 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 conditions 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, (c) Grantee shall not have expended any grant funds on publications containing political advertisements or advocacy for a particular ballot measure or political candidate. 6. Accounting, Auditing and Reporting. If requested. Grantee shall permit the City to inspect Grantees' accounting records upon 48 hours of notice to Grantee and during normal business hours, to verify use of the Grant proceeds and to conduct an audit of the accounting records and expenditures. 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: Assistance League of North Coast Attn: Rosie Lopez P.O. Box 2682 Carlsbad, CA 92018 City: City of Carlsbad Housing & Neighborhood Services Director 1200 Carlsbad Village Drive Carlsbad CA 92008 (Remainder of Page Inter^tionally Left Blank) 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 Assistance League of North Coast's Operation School Bell program. 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 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. (Remainder of Page Intentionally Left Blank) 16. 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. IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the day and year first written above. ASSISTANCE LEAGUE OF NORTH COAST, CITY OF CARLSBAD, a municipal California Non-profit Corporation *By: ROSIE LOPEZ President r\olL>0 (e-mail addres VU^A - COim ATTEST: iO hi 12^ Date ^By: v^^^^^ (name)/ // Treasurer (e-mail address) corporation of the State of California anager or Mayor LORRAINE M. WOOD City Clerk Date If required by City, proper notary acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. ''^Group B. Chaimnan, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer (Remainder of Page Intentionally Left Blank) 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: RONALD R. BALL, City Attorney Assisjant City Attorney Date