HomeMy WebLinkAboutMitchell Thorp Foundation; 2012-01-31;GRANT AGREEMENT
AND
RELATED RESTRICTIVE COVENANTS
sC
THIS AGREEMENT is made on the 3/ day of JarxtJaircf . 2012, by
MITCHELL THORP FOUNDATION 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 nine hundred dollars ($900.00) (hereinafter "Grant"); and to
provide in-kind city services (hereinafter "Services"), based on fair market valuation, of
up to four hundred seventy three dollars ($473) 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 the Grantee for the 3'^'^ Annual 5K
Walk/Run event to be held on January 21, 2012.
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 associated with the Mitchell Thorp Foundation's event to be held on
January 21, 2012. Operating Costs could include, but are not limited to, such things as
marketing, equipment rental, and website enhancements associated with holding the
event. The Grant proceeds shall not be used for property acquisition or construction
costs, or on 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 of a written request from the Grantee.
4. Term. The term of this Agreement shall mean the period commencing on
January 12, 2011 and expiring on April 12, 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 have obtained all necessary special event 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 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, 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. 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: City:
Mitchell Thorp Foundation City of Carlsbad
Attn: Brad Thorp Housing & Neighborhood Services Director
6965 El Camino Real, Ste. 105-433 2965 Roosevelt Street, Ste. B
Carlsbad, CA 92009 Carlsbad CA 92008
(Remainder of Page Intentionally Left Blank)
The parties may subsequently change addresses by providing written notice ofthe
change in address to the other parties in accordance with this Section.
10. 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 but 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 or in-kind services to or for the Mitchell Thorp Foundation's 3'"'' Annual 5K
Walk/Run.
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 joint venturers.
12. 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.
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 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.
14. 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.
MITCHELL THORP FOUNDATION,
California Non-profit Corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
'By:
Brad Thorp
CEO/President
Byi
City Manager or Mayor
//y^/£piMe//7%)nP > PP6
(e-mail address) ^
ATTEST:
LORRAINE M. WOOD
City Clerk
(sign here)
(print name/title)
(e-mail address)
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.
Chairman, 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
Bv: ^
Assistant City Attorney
Mitchell Thorp Foundation, 5K Walk/Run
In-Kind and External Cost Analysis
Exhibit 1
> In-Kind Services Costs (required elements for this special event)
Service 2012 provider 2012 estimates
Facility rental Parks & Recreation $210.00
On-site personnel Parks & Recreation $238.00
Insurance processing Parks & Recreation $25.00
TOTAL COST $473.00
NOTE: Service charges will be based on number of hours at full burdened rate.
Direct Cast Assistance
TOTAL Special Event Grant
.... $900.00
$1,373.00*
'Reimbursement not to exceed approved total