HomeMy WebLinkAbout2024-04-16; City Council; Resolution 2024-072RESOLUTION 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.
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)
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 n_th day of ~< 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 pr-ograms 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
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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 the ir 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 disperse 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 al l 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 of 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
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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 solely 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
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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, claim·s,
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 parties.
3.5. . Insurance. Friends will obtain and maintain policies of commercial general liability
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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 Key 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 Key Rating Guide of at least "A:X"; OR an
alien non-admitted insurer listed by the National Association of Insurance
Commissioners (NAIC} 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.
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 ofthis Agreement.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
te first written above.
-Y+f.~W"City Manager
library aRci Cultural Arts Oei;iartrReRt
ATTEST:
City Clerk
APPROVED AS TO FORM: ~~ -Sr. rAss-/.
City A'ttorney
"Friends"
Signature:
Name: Brenda Beckett
Title: Board President
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(END OF SIGNATURES]
Date
Date
Date: 2/12/2024