HomeMy WebLinkAboutC-7294-1 - Grant Agreement - Council Grant FY 17-18r
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
V ORANGE COUNTY MUSEUM OF ART
This Grant Agreement ("Agreement") is entered into this 18th day of December,
2017 ("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and ORANGE COUNTY MUSEUM OF ART
("OCMA"), a California nonprofit corporation located at 850 San Clemente Drive, Newport
Beach, California 92660 ("Grantee"). City and Grantee are at times individually referred
to as "Party" and collectively as "Parties" herein.
RECITALS
A. It is the policy of the City Council that the City's budget specifically allows the City
Council to direct revenue towards non-profit agencies, community groups,
community events, or enhancement projects with worthy projects or programs
which the City Council deems beneficial to the residents' quality of life.
B. Grantee requested a grant from the City for Orange County Museum of Art's Free
Fridays program ("Grant Proposal").
C. The City Council determined the Grant Proposal is for a worthy project that will
benefit the City's residents' quality of life.
D. The City Council approved a grant in the amount of Five Thousand Dollars and
00/100 ($5,000.00) ("Grant Funds") to Grantee pursuant to certain conditions
regarding expenditure, reporting, and accounting requirements.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
1.1. City awards to Grantee Grant Funds in the amount of Five Thousand Dollars
and 00/100 ($5,000.00) as requested by Grantee in the Grant Proposal attached hereto
as Exhibit A and incorporated herein by reference, or such other amount as authorized
by the City Council.
1.2. Grant Funds shall be disbursed by City to Grantee as follows (select one):
® At the time of execution of this Agreement.
ORANGE COUNTY MUSEUM OF ART Page 1
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until October 1, 2018, unless terminated earlier as
provided herein.
3. RESTRICTIONS ON USE OF FUNDS
3.1. The Grant Funds are subject to the following expenditure conditions ("Approved
Uses"):
3.1.1. The Grant Funds shall be expended solely for the purposes provided
in Exhibit A;
3.1.2. The Grant Funds shall not be used for any activity that would violate
City, state or federal statutory or decisional law such as regulations affecting non-profit or
tax exempt organizations exempt from taxation pursuant to Section 501(c)(3) of the
Internal Revenue Code; and
3.2. Grantee further warrants to City that the Grant Funds will be spent solely for
the Approved Uses and the Grant Funds shall be used by Grantee during this
Agreement's term otherwise the Grant Funds shall be returned to City, as provided in
Section 5 below.
4. REPORTING AND ACCOUNTING REQUIREMENTS
4.1. At all times during the term of this Agreement, Grantee shall maintain true,
proper, and complete books, records, and accounts (collectively, "Books and Records")
in which shall be entered fully and accurately all transactions taken with respect to the
operations of Grantee under the Grant Proposal and the expenditure of the Grant Funds.
Grantee shall maintain the Books and Records in accordance with Generally Accepted
Accounting Principles.
4.2. If the Grantee has been audited by an independent auditor or has been the
subject of a compliance audit/examination by a grantee or regulatory agency during the
past three years, audit reports and management letters indicating compliance violations,
fraud, illegal acts, material weaknesses in internal control structure or reportable
conditions, in connection with such audits shall be delivered to the City thirty (30) days
prior to the effective date of this agreement. If no audits or events as described above
have occurred during this period, the Grantee shall provide City a written assertion that
no audits or similar examinations have occurred during the three (3) year period and an
assertion that the Grantee is not aware of any events or conditions, described above, or
other information that might reasonable impact City's decision to fund the grant as
requested.
4.3. City reserves the right to designate its own employee representative(s) or its
contracted representative(s) with a Certified Public Accounting firm who shall have the
right to audit Grantee's accounting procedures and internal controls of Grantee's financial
systems as they relate to the Grant Proposal and to examine any cost, revenue, payment,
claim, other records or supporting documentation resulting from any items set forth in this
ORANGE COUNTY MUSEUM OF ART Page 2
Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at
mutually agreed upon reasonable times and in conformance with generally accepted
auditing standards. Grantee agrees to fully cooperate with any such audit(s).
4.4. This right to audit shall extend during the length of this Agreement and for a
period of three (3) years or longer, if required by law, following the date of any Grant
Funds tendered under this Agreement. Grantee agrees to retain all necessary
records/documentation for the entire length of this audit period.
4.5. Grantee shall, upon conclusion of the event, furnish the City with a Balance
Sheet and Income Statement describing the receipt and disbursement activities of
Grantee with respect to the Grant Funds. In its sole and absolute discretion, the City may
also require Grantee to submit: (i) quarterly check registers and descriptions of each
disbursement; (ii) budget -to -actual -results; and (iii) a statement of position describing the
assets and liabilities associated with the Grant event. All reports, including a post -event
evaluation, shall be due to the City no later than forty-five (45) days following the
conclusion of the event. In the event that an independent audit is conducted, Grantee
shall forward a copy of the audited report to the City for review, including any Management
Letter, Report on Internal Controls, or Reportable Conditions letter generated during the
course of the audit.
4.6. Grantee agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including budget -
to -actual -comparisons.
4.7. All Approved Uses shall be performed by Grantee or under Grantee's
supervision. Grantee represents that it possesses the professional and technical skills
required to perform the services required by this Agreement, and that it will perform all
services with a standard of care and in a manner commensurate with the community
professional standards and with the ordinary degree of skill and care that would be used
by other reasonably competent practitioners of the same discipline under similar
circumstances.
4.8. If Grantee has supported Political Action Committees(s) (PACs) during the past
three (3) years, the Grantee shall hire an independent auditor to perform limited, agreed-
upon testwork procedures to provide City assurance that City sponsored event profits did
not subsidize the funding of Political Action Committees (PACs) and event proceeds were
adequately segregated from funds used to support PACs. Agreed upon procedures may
include a review of a detail list of the past three (3) years of PAC contributions and
expenditures, including:
a. An identifying donor number, date and amount of each reported
contribution; and
b. A detail of expenditures sufficient enough to determine that the
expenditures were solely for PAC -related expenses; and
c. Any retained earnings or fund balance at the end of each fiscal year.
ORANGE COUNTY MUSEUM OF ART Page 3
Substantive documentation for the contribution and expenditure should be available upon
request. City shall approve the agreed-upon testwork procedures prior to the
commencement of fieldwork.
5. USE OF GRANT FUNDS
5.1. The Grant Funds shall be used solely by Grantee for the Approved Uses and
for no other use. In the event that the Grant Funds are not used for the Approved Uses
or are not expended by or before September 28, 2018, Grantee shall notify the City in
writing, and shall be obligated to return the Grant Funds to City within thirty (30) days.
5.2. The City's grant contribution shall only be used for non -secular purposes.
Grantees shall not use the City's grant contribution, or any portion thereof, for any purpose
that violates local, state, or federal law, including, but not limited to, the Establishment
Clause.
6. INDEMNIFICATION
6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers, and
employees (collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or
omissions of Grantee, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them).
6.2. Notwithstanding the foregoing, nothing herein shall be construed to require
Grantee to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorney's fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Grantee.
7. GRANTEE INDEPENDENCE
In the performance of this Agreement, the Grantee, and the agents and employees of
Grantee, shall act in an independent capacity and are not officers, employees or agents
of the City. The manner and means of performing the Approved Uses are under the
control of Grantee, except to the extent they are limited by statute, rule or regulation and
the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to
constitute approval for Grantee or any of Grantee's employees or agents, to be the agents
or employees of City. Grantee shall have the responsibility for and control over the means
of performing the Approved Uses, provided that Grantee is in compliance with the terms
ORANGE COUNTY MUSEUM OF ART Page 4
of this Agreement. Anything in this Agreement that may appear to give City the right to
direct Grantee as to the details of the performance or to exercise a measure of control
over Grantee shall mean only that Grantee shall follow the desires of City with respect to
the results of the Approved Uses.
8. PROHIBITION AGAINST TRANSFERS
Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of the
services to be performed under this Agreement, directly or indirectly, by operation of law
or otherwise without prior written consent of City. Any attempt to do so without written
consent of City shall be null and void.
9. NOTICES
9.1. All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first class mail, addressed as hereinafter provided.
9.2. All notices, demands, requests or approvals from Grantee to City shall be
addressed to the City at:
Attn: Library Services Director
Library Services
City of Newport Beach
1000 Avocado Avenue
P.O. Box 1768
Newport Beach, CA 92658
9.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Attn: Desiree Bautista
ORANGE COUNTY MUSEUM OF ART
850 San Clemente Drive
Newport Beach, CA 92660
10.TERMINATION
10.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses
to perform any duty required by the Agreement or performs in a manner inconsistent with
the terms, conditions and restrictions in this Agreement. In such event, City shall give
Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall
be entitled to terminate this Agreement if Grantee has not cured the default within the
thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement
if the default cannot be cured through corrective action. If terminated for cause, Grant
Funds shall be returned to the City pursuant to Section 5. This Agreement is made on an
annual basis, and as such is subject to non -renewal at its termination.
ORANGE COUNTY MUSEUM OF ART Page 5
10.2. Termination without Cause. City may terminate this Agreement at any time
with or without cause upon seven (7) days written notice to Grantee, any remaining Grant
Funds in Grantee's possession at the time of termination shall be returned to City
pursuant to Section 5.
10.3. Specific Performance. Grantee agrees that the City has the legal right, and all
necessary conditions have been satisfied, to specifically enforce Grantee's obligations
pursuant to this Agreement.
11. STANDARD PROVISIONS
11.1. Recitals. City and Grantee acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
11.2. Compliance With all Laws. Grantee shall at its own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental entities,
including federal, state, county or municipal, whether now in force or hereinafter enacted.
11.3. Waiver. A waiver by either Party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
11.4. Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
11.5. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Grant Proposal or any other
attachments attached hereto, the terms of this Agreement shall govern.
11.6. Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of the Agreement or any other rule of construction which
might otherwise apply.
11.7. Amendments. This Agreement may be modified or amended only by a written
document executed by both Grantee and City and approved as to form by the City
Attorney.
11.8. Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
11.9. Controlling Law And Venue. The
this Agreement and all matters relating to
Agreement shall be adjudicated in a court
Orange, State of California.
laws of the State of California shall govern
it and any action brought relating to this
of competent jurisdiction in the County of
ORANGE COUNTY MUSEUM OF ART Page 6
11. 10. Equal Opportunity Employment. Grantee represents that it is an equal
opportunity employer and it shall not discriminate against any contractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age or any other impermissible basis under law.
11.11. No Attorney's Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorney's fees.
11.12. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
ORANGE COUNTY MUSEUM OF ART Page 7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
By:
Aar C. Har
City Attorney
ATTEST:
Date: i
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: iltf j-1%
BY:
z. Dave iff
City Manager
By: A64 Jhw"',—
Leilani
I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
GRANTEE: ORANGE COUNTY
MUSEUM OF ART, a California nonprofit
corporation (
Date: I Z 120 20/ ¢
By:
Crai ells
Chief Executive Officer
Date: (%
By: 'Anntte U
Secretary
[END OF SIGNATURES]
ORANGE COUNTY MUSEUM OF ART Page 8
Exhibit A
Grant Funds shall be expended solely for Orange County Museum of Art's Free Fridays
program. No Grant Funds may be used to fund any political activities
ORANGE COUNTY MUSEUM OF ART Page A-1
CULTURAL ARTS GRANT APPLICATION
1. Briefly describe below your organization's purpose, mission, and goals.
OCMA's mission is to enrich the lives of a diverse and changing community through modern and
contemporary art. Since its founding in 1962 by thirteen visionary women, OCMA has been a leader in
presenting and collecting modern and contemporary art. With a renowned collection, an ambitious
exhibition program, and impactful education and outreach programs, OCMA is recognized as one of the
finest mid-sized museums in the United States and has served several generations of residents and visitors
alike.
Comprised of over 3,000 works of art, the museum's collection has focused on art of the last century and
includes painting, sculpture, photography, drawing, printmaking, video, digital, and installation art with an
emphasis on California-based artists. OCMA's remarkable collection has served as the cornerstone for its
educational and public programming. Recent exhibitions organized by the museum have traveled nationally
and internationally and shaped the important conversations about the visual arts in our culture. Examples of
the acclaim for recent OCMA-originated exhibitions include the LA Times' praise for the exhibition Birth of
the Cool: California Art, Design as "an exhibition for which we've been waiting — and waiting — for a very
long time"; and The Wall Street Journal's endorsement of the Richard Diebenkorn: The Ocean Park Series
exhibition as "one of the most satisfying museum retrospectives ever devoted to an American artist." In the
past several years, the museum has actively loaned key works from its collection, and in 2016 alone, over
1.2 million visitors enjoyed works from our collection both nationally and internationally.
One of the hallmarks of the museum's current programming is the expansion of its exhibitions to include the
entirety of the Pacific Rim, reflecting the important interest in and appetite for art that reflects the diverse
communities in Southern California. This shift has resulted in several important initiatives: My Generation:
Young Chinese Artists (2015), the first ever exhibition of a new generation of young Chinese artists in the
US; a gallery dedicated exclusively to emerging artists from the Pacific Rim who are working in new media;
and the Califomia-Pacific Triennials. Alongside this refocusing of programming initiatives, the museum
has, to encouraging effect, increased its outreach into the burgeoning Asian and Asian -American
communities in the region with new educational and public programs and will continue to expand the
commitment to the Pacific Rim over the next decade.
2. Identify and describe why there is a need in the Newport Beach Community for your proposed
project/program. Include a quantitative description of the need and on what you based your findings
(i.e. "Based on a study done by the PTA, there are one hundred children in the 4th -6th grades at
Newport Elementary who have had no training with musical instruments." ) Describe how you have
determined that your organization is the best organization for the proposed project/program.
Access to the arts is a significant need within our society. 67% of Americans believe "the arts unify our
communities regardless of age, race, and ethnicity" and 62% agree that the arts helps them understand other
cultures better. Despite these benefits, though, only 45% believe everyone in their community has equal
access.' While approximately 13% of the U.S. adult population expresses an interest in attending at least
one exhibit or performance, they ultimately do not attend. 47% of these interested non -attendees cite the
most common bander as the inability to find the time, followed by 38% who held the perception that
attendance costs too much."
OCMA sees its role in the community as providing access to the visual arts of our time with the lowest cost
of entry possible. Fridays at the museum have been free since February 2015 and Free Fridays have become
a successful outreach day with a loyal following of museum visitors. Finding the time for unique interactive
cultural experiences often becomes difficult during a standard workweek so by providing free admission and
extended hours every Friday visitors have greater flexibility in when they can visit the museum. By
developing a series of unique public programs on Free Fridays to complement the gallery experience each
exhibition cycle continues OCMA's reach to a broad and more diverse audience but also reinforces the
museum's goal of offering an affordable and high-quality visual art experience for all members of the
community.
Along with being the only institution in Orange County to offer free admission to the museum and programs
every Friday, OCMA is also the only modem and contemporary art museum in Southern California
supporting the community in this way.
3. Describe the specific project/program that will be funded by a cultural grant. Include how the
proposed project/program will be implemented and outline a schedule or project timeline, with
planned dates and locations. Identify individuals and groups involved, particularly artists and
performers, and describe their roles and responsibilities. Describe the background and qualifications
of your organization and key personnel to be involved in the program. Remember: the City funds
only projects and programs- not operating expenses. These projects and programs must promote
community involvement and awareness of the arts in Newport Beach.
Is this a new or existing X project/program?
OCMA's Free Fridays program removes barriers to access and provides the Orange County community with
greater opportunities for meaningful arts education and experiences through lectures, panel discussions,
films, and other programs at no cost. Free Fridays occur every Friday at OCMA where admission is free to
the museum and its programs with extended hours from 1 1 am to 8 pm with programs scheduled for two of
the four Fridays per month during each exhibition cycle to complement the exhibitions on view. Free
Fridays are enhanced with a series of exciting activities, including artist talks, panel discussions, and a range
of thematic "culture nights" that offer the community the opportunity to attend music or dance performances
deepening visitor experiences in a fun and casual social setting. Continuing OCMA's longstanding
partnership with the Newport Beach Film Festival, now celebrating its l I -year anniversary, the museum
also presents the cinematic works of emerging artists and established independent filmmakers on select
Fridays as part of the Cinema Orange series. For the fall 2017 season for example, the film series will offer
programming that engages diverse themes such as spirituality in art, innovation in creative practices as well
as timely topics that relate to California and the Pacific Rim region and to exhibitions and artists on view.
All of OCMA's Free Friday programming is organized and managed by Senior Curator and Director of
Public Engagement, Cassandra Coblentz.
Cassandra Coblentz joined OCMA as Director of Public Engagement in September 2015 and was promoted
with additional role as Senior Curator in February 2016. As a curator and museum educator she has twenty
years of experience in the museum field. As an educator she has worked with diverse audiences and
developed programming for school programs, university students, family audiences and underserved
communities. She has a produced numerous groundbreaking public programs, closely liked and thoughtfully
engaged with related exhibitions. She also has a diverse curatorial practice that champions the artistic
process. Taking innovative approaches to collaborating with artists and architects, she initiated the
Scottsdale Museum of Contemporary Art's Architecture + An program that explores the boundaries
between these creative practices, producing large-scale site-specific commissions with artists. She has also
authored and managed the production of several exhibition catalogues and publications. Her professional
experience includes appointments at Scottsdale Museum of Contemporary Art, Hammer Museum, DIA
Center for the Arts, Fabric Workshop and Museum, and The J. Paul Getty Museum. She received her BA in
Art History and English from Cornell University and her MA from the Center for Curatorial Studies at Bard
College.
4. Define or describe the segment of the population in Newport Beach that you intend to serve by your
project/program. Include such things as age, location, numbers served, etc.
Our Free Fridays are open to everyone and we heavily market these days in all of our media. To that end,
all of Newport Beach benefits from this program.
Complete the project budget form. Address only the budget for the specific project, not your annual
operating budget. For multi -project proposals, please duplicate and fill out a budget for each project.
Please annotate the budget at the bottom if there are details (such as a breakdown of personnel or a
marketing budget) critical to the proposal.
PROJECT BUDGET
EXPENSES -Personnel
Funding from the
City of Newport Beach
Artistic 1$12,750
Administrative 1$26,650
Technical Production ISO
@XrLNNE' S-Vperatm2
Funding from
Other Sources
Facility Expense/Space Rental
$0
Marketing
$7,500
Production/Exhibition
Expense
$0
Touring/Presentation Expense
$0
Educational Materials
$8,100
$25,000 — Visionaries
Transportation
$0
$15,000—Segerstrom Foundation
Equipment
$0
$5,000 — The Alcon Foundation
Other (if greater than 10%,
annotate below)
GRAND TOTAL
$55,000
$45,000
5. Describe the expected quantifiable outcomes of your project/program and how you will evaluate the,
results. Be very specific in addressing the ways that you will determine that your project/program met
the needs that you identified and accomplishes the goals you set out to achieve (i.e. you provide 50
hours of musical instruction and instruments to the 100 children at Newport Elementary school as
measured by music store rental receipts and logs of instructors.)
OCMA's goal is to continue to offer an affordable and high-quality visual art experience for all members of
the community as well as reach a broad and more diverse audience. By waiving admissions fees through
sponsored programs, OCMA hopes to attract new visitors, young and old, who grow into loyal patrons that
support and strengthen the health and vitality of the museum and the greater community.
Since its inception in 2015, over 22,000 visitors (more than 45% of total admissions) have taken advantage of
this program. In 2016, Free Fridays drew a total attendance of over 8,000 visitors and for the 2017-18, OCMA
anticipates maintaining this goal.