Loading...
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.