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HomeMy WebLinkAbout2024-04-16; City Council; ; Memorandum of Understanding Between the City of Carlsbad and the Carlsbad Friends of the ArtsCA Review AZ Meeting Date: April 16, 2024 To: Mayor and City Council From: Scott Chadwick, City Manager Staff Contact: Fiona Everett, Senior Management Analyst fiona.everett@carlsbadca.gov, 442-339-2014 Subject: Memorandum of Understanding Between the City of Carlsbad and the Carlsbad Friends of the Arts Districts: All Recommended Action Adopt a resolution approving a memorandum of understanding between the City of Carlsbad and the Carlsbad Friends of the Arts and authorizing the City Manager or designee to execute the memorandum of understanding. Executive Summary The Carlsbad Friends of the Arts, or Friends, is a nonprofit organization that for over 30 years has worked in partnership with the city to promote and support the activities of the City of Carlsbad’s Cultural Arts Office. Representatives from the city and the Friends have met and reached an agreement regarding the roles and responsibilities of each party. The City Council has not delegated authority to the City Manager or designee to sign memorandums of understanding of this nature. Explanation & Analysis The Carlsbad Friends of the Arts is a community-based organization, founded in 1987, with the mission to support cultural arts programs and activities in the City of Carlsbad. Historically, the Carlsbad Friends of the Arts have raised funds through opportunity drawings conducted at the TGIF concerts, advertisements in a souvenir program distributed at the concerts and through their membership program. The city and the Carlsbad Friends of the Arts have worked together in good faith without a memorandum of understanding since the Friends was founded. This will be the first formal documentation of that relationship. Staff have worked with the Friends for the last several months to reach agreement on language for a memorandum of understanding that formally clarifies and defines the roles and responsibilities of each party. The memorandum, signed by the Carlsbad Friends of the Arts, is included as Attachment A to the resolution. April 16, 2024 Item #3 Page 1 of 10 Fiscal Analysis There is no fiscal impact from this action. Next Steps The Library & Cultural Arts Director will sign the memorandum of understanding between the Friends of the Arts and the City of Carlsbad, executing the agreement. Environmental Evaluation This item does not require environmental review because it does not constitute a project within the meaning of the California Environmental Quality Act under California Public Resources Code Section 21065 in that it has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Exhibits 1.City Council resolution April 16, 2024 Item #3 Page 2 of 10 RESOLUTION NO. 2024-072 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD FRIENDS OF THE ARTS AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE THE MEMORANDUM OF UNDERSTANDING WHEREAS, the City Council of the City of Carlsbad, California, has determined that that it is in the public's best interest to approve the Memorandum of Understanding with the Carlsbad Friends of the Arts; and WHEREAS, the City of Carlsbad Cultural Arts Office and the Carlsbad Friends of the Arts have an ongoing partnership to support cultural arts programs including TGIF Concerts in the Park; and WHEREAS, the Carlsbad Friends of the Arts has made an annual donation to support cultural arts programs every year for over 30 years. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The Memoranc:lum of Understanding between the City of Carlsbad and the Carlsbad Friends of the Arts is hereby approved. 3.That the City Manager or his designee is hereby authorized and directed to execute the Memorandum of Understanding between the City of Carlsbad and the Carlsbad Friends of the Arts attached hereto as Attachment A. Exhibit 1 April 16, 2024 Item #3 Page 3 of 10 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 16th day of April, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA. NONE. NONE. NONE. KEITH BLACKBURN, Mayor SHERRY FREISINGER, City Clerk (SEAL) April 16, 2024 Item #3 Page 4 of 10 MEMORANDUM OF UNDERSTANDING between City of Carlsbad, a municipal corporation and the Carlsbad Friends of the Arts Attachment A THIS MEMORANDUM OF UNDERSTANDING ("MOU" or "Agreement") is made and entered into this 0..th day of ¾,, i \ , 2024, by and between the CITY OF CARLSBAD, a municipal corporation ("City") and THE CARLSBAD FRIENDS OF THE ARTS ("Friends"), a registered 501(c)(3) nonprofit organization, (collectively the "Parties"). WHEREAS, The City's Cultural Arts Office strives to enhance the vitality of the city and the quality of life for all residents by supporting an environment where arts and cultural organizations thrive, and people of all ages enjoy opportunities for expression and lifelong learning; and WHEREAS, The Friends is a nonprofit organization founded in 1987 to promote and support the programs and activities of the City of Carlsbad's Cultural Arts Office. The Friends is dedicated to making the arts an integral part of the community experience by helping to bring the highest quality arts and arts education programs to the Carlsbad region; and WHEREAS, It is the intent of this MOU to clarify and define the roles and responsibilities of the Parties. 1. NOW, THEREFORE, the parties mutually agree as follows: City's Role and Responsibilities. Provided Friends is in compliance with all of its responsibilities under this MOU, the City agrees to: 1.1 Once per month and subject to availability, City shall provide Friends with a room at a Carlsbad public library to conduct Friends Board meetings at no cost. 1.2 Subject to availability, as determined in City's sole discretion, City shall provide space at City facilities for Friend's file cabinet and for limited storage of supplies related to Friend's fundraising efforts. City and Friends may discuss opportunities for additional storage space at City facilities, subject to funding availability and space. To the fullest extent permitted by law, City shall have no responsibility whatsoever for any of Friends' property stored by City, including security, maintenance and organization. Written notice of 30 days shall be given by the City to Friends if storage space is no longer available to Friends. 1.3 City will allow Friends to raise funds through sales of raffle tickets and membership sales, sponsorships, or other means at the TGIF Summer Concert Series and at other Friends-sponsored City events throughout the year, provided Friends' activities do not conflict with any contractual obligations of the City. 1.4 City shall include the words "Sponsored by Carlsbad Friends of the Arts" or "Co- Sponsored by Carlsbad Friends of the Arts," as applicable, on all written Page 1 of 6 April 16, 2024 Item #3 Page 5 of 10 communications produced by the City promoting programs and activities sponsored or jointly sponsored by City and Friends. 1.5 In City's sole discretion, City may publish listings of Friends' programs and/or activities in certain City publications. Such publication will be at no cost or at a shared cost to Friends. 1.6 City will provide a location at City facilities, to be chosen by City, for Friends to distribute their program flyers and display program information. 1.7 City will provide a location at City facilities, to be chosen by City, for a Friends donation box and/or a virtual donation box. To the fullest extent permitted by law, City shall have no responsibility whatsoever for the Friends' donation box or for any funds or other items contained in the donation box. 1.8 .ln .. City's sole discretion, City may offer Friends space and time at City Cultural Arts Office programs and activities for Friends to d�sperse information and/or make microphone announcements. 1.9 City shall include a link on the City website to Friend's website. Such link shall be in compliance with the City's website linking policy. 1.10 City and Friends will use best efforts to collaborate, share information, and coordinate to enhance the effectiveness and quality of City programs and activities sponsored or co-sponsored by Friends. 1.11 The City shall continue to be responsible for staffing and management of the Library and Cultural Arts Department facilities and events, but may make use of Friends volunteers if mutually agreed upon by the Parties. 1.12 The City shall provide an annual accounting to Friends of how the funds donated by Friends were spent. 2.Friends' Role and Responsibilities. Provided the City is in compliance with all of its responsibilities under this MOU, Friends agrees to: 2.1. In cooperation with the City, and in compliance with all applicable laws, rules, and regulations, Friends shall work to raise funds to support programs and activities in accordance with the Friends' mission ·and specific purpose as cited in their bylaws, Article 3, Section 3.1.2: The Carlsbad Friends of the Arts is dedicated to supporting the programs and activities of the City of Carlsbad's Cultural Arts Office for the purpose o_f. making the arts an accessible and integral part of the community experience. 2.2. Friends shall submit a written notification to City at least 60 days in advance of when Friends will be presenting the City with a monetary donation that exceeds Page 2 of 6 Exhibit 1 Exhibit 1 I April 16, 2024 Item #3 Page 6 of 10 the City Manager's authority to accept under Carlsbad Municipal Code section 2.08.100, and then present the monetary donation to the City Council at a date agreed upon by the Parties. 2.3. If Friends has program flyers or a display with program information located at City facilities, Friends shall ensure that the information and materials remain current and up to date. 2.4. Friends may provide a secure box or kiosk for donations to the Friends. Such donation box shall be the sole responsibility of Friends and Friends shall take reasonable efforts to ensure the safety and security of its donation box, including by ensuring that the donation box is securely locked and cannot be easily removed from its location by members of the public. 2.5. Friends shall maintain records of revenues and expenditures and after each Friends Board of Directors meeting shall provide the City with copies of Friends' monthly financial sum�ary, which shall include monthly revenue and expenditures for each month. 2.6. Friends shall be sol�ly responsible for the development, creation, and printing of Friends' fundraising materials. 2.7. Friends shall make clear in all communications, including emails and business cards, with the public that Friends is a separate and independent entity from the City. Friends shall not falsely indicate to the public that any donation to Friends is a direct donation to the City. Donations to Friends are given to Friends and used in support of Friends' mission of supporting the City Cultural Arts Office. 2.8. If Friends anticipates needing City resources for a Friends program, meeting, or event, Friends shall make such request in writing a minimum of 30 days in advance of the program or activity start date. Provision of the requested resources is within City's sole and absolute discretion. 2.9. At least once per month, Friends shall pick up any Friends mail which has been delivered to the Dove Library. 2.10. Friends shall operate in accordance with its Bylaws and all applicable local, state and federal laws and regulations, including all applicable state and federal reporting and registration requirements. 3.Additional Terms 3.1. Independent Contractor. Neither the City nor any of its officers, agents, or employees shall have any control over the manner, mode or means by which Friends, its agents or employees, perform the services required herein. Friends shall perform all services required herein as an independent contractor consistent Page 3 of 6 April 16, 2024 Item #3 Page 7 of 10 with that role. Friends shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 3.2. Term. This Agreement shall continue in full force and effect unless earlier terminated in accordance with Section 3.3 below. 3.3. Termination. Either party may terminate this Agreement with or without cause at any time upon 30 days written notice to either Party. Upon termination, the Friends and City shall immediately cease all work, services, obligations, and responsibilities hereunder except as may be specifically approved by the City. 3.4. Indemnity. Each Party to this MOU shall assume the responsibility and liability for the acts, errors and omissions of its own employees, officers, agents and volunteers, in connection with the performance.of their duties under this MOU. The Parties shall indemnify and hold harmless each other against any suits, claims, actions, complaints, or liabil_ity of any kind, which arise out of the performance of their respective duties under this MOU. No Party shall be considered the agent of the other participating Party. Under no circumstances ·shall the MOU be interpreted as creating a partnership or agency relationship between the p_arties. 3.5. -Insurance. Friends will obtain and maintain policies of commercial general liability Page 4 of 6 insurance, a combined policy of workers' compensation, employers liability insurance, and directors and officers liability insurance from an insurance company authorized to transact the business of insurance in �he State of California which has a current Best's l<ey Rating of not less than "A-:VII";. OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's l<ey Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAie) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Friends will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Friends will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. April 16, 2024 Item #3 Page 8 of 10 3.6. Notices. Unless otherwise notified in writing, notices shall be addressed as follows: To City: Cultural Arts Manager City of Carlsbad 1775 Dove Lane CARLSBAD, CA 92010 To Friends: President Carlsbad Friends of the Arts 7040 Avenida Encinas, Ste 104-442 CARLSBAD, CA 92011 3.7. Entire_ ·Agreement. This Agreement, This Agreement, together with any other written • document referred to or contemplated by it, embody the entire Agreement and understanding between the parties relating to the subject matter of it. Neithe� this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 3.8. Corporate Authority. ·the .persons execu.ting this Agreement on ·behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on b�half of said party, and (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement. [SIGNATURES ON NEXT PAGE] Page 5 of 6 April 16, 2024 Item #3 Page 9 of 10 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of te first written above. tJ+feQ� City Manager library an!:! Cultural Arts DepartR=ient ATTEST: City Clerk APPROVED AS TO FORM: ��-Sr. iAss./. City J\ttorney "Friends" Signature: Name: Brenda Beckett Title: Board President Page 6 of 6 (END OF SIGNATURES] Date Date Date: 2/12/2024 April 16, 2024 Item #3 Page 10 of 10