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HomeMy WebLinkAboutEndow Carlsbad/The Carlsbad Charitable Foundation; 2007-10-19;GRANT AGREEMENT AND RELATED RESTRICTIVE COVENANTS THIS AGREEMENT is made on the day of £*-J 2007, by The Carlsbad Charitable Foundation, aka Endow Carlsbad, 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 funds not to exceed twenty five thousand dollars ($25,000). The purpose of the grant is to provide funds to the Grantee to help establish an endowment fund and a non- endowment fund to benefit the citizens of Carlsbad. The Grantee shall submit to the City documentation to verify that expenditure of funds is consistent with this Agreement. 2. Use of Proceeds. Grant proceeds shall be used solely for the establishment of an endowment to benefit the citizens of Carlsbad. 3. Disbursements. The proceeds of the Grant shall be disbursed to the Grantee upon receipt of a written request from the Grantee, which provides proof that the Grantee has met all of the conditions of funding and disbursement listed in Section 5. For each four dollars ($4) raised by the Grantee for the subject facility, the City will provide one dollar ($1) up to a maximum grant amount of $25,000. 4. Term. The term of this Agreement shall mean the period commencing on the date of this Agreement and expiring on July 1, 2008. The term of this Agreement may be extended by mutual written agreement of the parties, if determined necessary and appropriate. 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, if any of the following conditions are not satisfied at the time of such funding or disbursement: (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 have provided proof acceptable to the City's Finance Director that the Grantee has satisfied the matching funds requirement set forth within this - 1 - Agreement. To be eligible as Matching Funds under this agreement, the funds must have been received by the Grantee between June 2007 and June 30, 2008. Matching funds shall include: Any grant funds received from other than the City of Carlsbad; Fundraising revenue (net of fundraising expenses; combination of endowment and non-endowment dollars raised); Funds raised for this project and not used to match any other City Grants. All evidence of matching funds must be received by July 1, 2008, in order to be eligible for these City funds. 6. Accounting, Auditing and Reporting. 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 Funds and to conduct an audit of the expenditures if the City deems that necessary. The Grantee shall provide reporting acceptable to the City's Finance Director that the Grantee has satisfied all of the requirements set forth in section 5(c). 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. 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 certified mail, return receipt requested or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained, and shall be deemed to be effective as of the date shown of the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. Notices shall be directed as follows: Grantee: The Carlsbad Charitable Foundation City of Carlsbad: Attn: Sarah Slaughter Finance Director Chief Financial Officer 1635 Faraday Avenue The San Diego Foundation Carlsbad CA 92008 2508 Historic Decatur, Ste 200 San Diego, CA 92106 Tel: 619.235.2300 Sarah@sdfoundation.org The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section. -2- 9. 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 in any way whatsoever from the provision of Grant funds. 10. No Partnership or Joint Venture. The relationship between Grantee and the City is solely that of Grantor and Grantee. Under no circumstances shall Grantor and Grantee be deemed to be partners or joint ventures. 11. 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. 12. 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. (Remainder of Page Intentionally Left Blank) -3- IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the day and year first written above. THE CARLSBAD CHARITABLE FOUNDATION, a California non-profit corporation, CITY OF CARLS a municip cs S&rah Slaughter Chief Financial OJJrcer The San Diego Foundation sarah@sdfounc kBy: (print name/title^ boio^.1 City Clerk (e-mail address) (Proper notarial acknowledgment of execution by parties must be attached.) If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. 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: RONALDxR, BALL, City Attorney Deputy City Attorney -4- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On ss. before me, Date personally appeared Name and Title of Officer (e.g., "Jane Doe, Notary Public") Name(s) of Signer(s) CKNMNS NotoyFuUc-CaMomla San Dtogo County My CMrnn. fxpftw Jan 1 . 2009 lersonally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above WITNESS my hand and official seal. ( ^&-T^**-r Signature of Notary Public Though the information below /s not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document £_ 7/y ^/^ Title or Type of Document: &~4-/W~r /9-&&t£/K.essr /*/v <£*- Document Date:. Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual ^sJLCorporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Signer Is Representing: Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): _ D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: _ Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2004 National Notary Association • 9350 De Soto Ave., P.O. 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