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HomeMy WebLinkAboutCarlsbad Softball Association; 2010-03-05;GRANT AGREEMENT AND RELATED RESTRICTIVE COVENANTS THIS AGREEMENT is made on the *~ day of ^ut^ 20/O by Carlsbad Softball Association, a California nonprofit corporation, hereinafter referred to as "the Grantee", and the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City". 1. Description of Grant Funds. Subject to the terms and conditions set forth herein below, the City agrees to provide the Grantee with an amount of monies that shall not exceed twenty-five hundred dollars ($2,500), hereinafter referred to as the "Grant". The purpose of the Grant is to provide funds and assistance to the Grantee pursuant to the Community Activity Grants application submitted by the Grantee to the City in September 2009, hereinafter referred to as "the Application". The Grantee shall submit to the City documentation to verify that expenditure of Grant funds is consistent with this Agreement. 2. Use of Grant Proceeds. Grant proceeds shall be used solely for operating costs as indicated in the Application. The City reserves the right to deny disbursement or seek reimbursement of Grant proceeds for inappropriate expenditures in violation of this Agreement. 3. Disbursements. The proceeds of the Grant shall be disbursed to the Grantee in one installment, upon receipt of a written request from the Grantee. 4. 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, and could require the refund of previous disbursements, if any of the following conditions are not satisfied: (a) Grantee shall have executed this Grant Agreement; 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 provide information to the City's Finance Department detailing how City Grant proceeds were used, as per the Application submitted, as well as any meaningful performance measures of the designated event or program within 60 days of the date of this agreement, or within 60 days after the designated event or program completion, whichever is later. (e) Grantee shall refund to the City all of the Grant funds received from the City under this agreement, if the designated event and/or program activities are cancelled. 1 5. Accounting, Auditing and Reporting. If requested, for up to three years from the date of this agreement, the Grantee shall permit the City to inspect Grantees' accounting records upon forty-eight hours notice to Grantee during normal business hours, to verify use of the Grant proceeds and to conduct an audit of the accounting records and expenditures, if the City deems that necessary. 6. 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. 7. Notices. Except for any notice required under applicable law to be given in another manner, any notice to Grantee related to this Agreement shall be sent by mail or personally delivered, and shall be deemed to be effective as of the postmark date, the date of delivery or the date the notice was returned as undeliverable. Notices shall be directed as follows: Grantee: City: Carlsbad Softball Association City of Carlsbad: P.O. Box 2726 Finance Director Carlsbad, CA 92018 1635 Faraday Avenue Carlsbad CA 92008 The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section. 8. Indemnification. Grantee hereby agrees to defend, indemnify, and save free and harmless the City and its officers and employees against any and all claims, damages, losses, cost (including by not limited to attorney's fees) and liabilities of any kind arising out of or related in any way, whatsoever from the provision of Grant proceeds to the Grantee. 9. 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 joint venturers. 10. Modifications. This Agreement may not be modified or amended except by written document executed by a duly authorized officer of the City and the Grantee. 11. 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 County of San Diego. 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. 12. Drafting Ambiguities. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and 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 each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement. (Remainder of Page Intentionally Left Blank) 15. 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. CARLSBAD SOFTBALL ASSOCIATION California Non-profit Corporation -By: Brad Johnson President carlsbadsoftball@yahoo.com APPROVED AS TO FORM: RONALQR. BALL, City Attorney CITY OF CARLSBAD, a municipal corporation of the Siate of California Ciiy Manager or Mayof ATTEST: /LORRAINE. WOOD u City Clerk