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HomeMy WebLinkAboutC-8577-9 - Cultural Arts Grants - FY 19-20 - Classical Concert at Our Lady Queen of Angeles ChurchGRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND KONTRAPUNKTUS NEO -BAROQUE CHAMBER ORCHESTRA This Grant Agreement ("Agreement") is entered into this 22nd day of November, 2019 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and Charter City ("City"), and KONTRAPUNKTUS NEO -BAROQUE CHAMBER ORCHESTRA, a California nonprofit corporation, located at 140 Linden Avenue #553, Long Beach, CA 90802 ("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 to assist in producing a classical concert at Our Lady Queen of Angels Catholic Church ("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 Two Thousand Dollars and 00/100 ($2,000.00) ("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 Two Thousand Dollars and 00/100 ($2,000.00) 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: ® At the time of execution of this Agreement. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until October 1, 2020, unless terminated earlier as provided herein. Kontrapunktus Neo -Baroque Chamber Orchestra Page 1 3. RESTRICTIONS ON USE OF FUNDS AND OTHER REQUIREMENTS RELATED TO THE RECEIPT OF GRANT 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. 3.3. Grantee shall conduct background checks for all of its volunteers and employees who work with minor children in relation to any project described in Grantee's Grant Proposal. To the extent applicable, Grantee shall provide the City certification that it has complied with this requirement prior to the receipt of Grant Funds. 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. Grantee shall make available to City such Books and Records upon City's request. 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 Kontrapunktus Neo -Baroque Chamber Orchestra Page 2 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 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 Kontrapunktus Neo -Baroque Chamber Orchestra Page 3 c. Any retained earnings or fund balance at the end of each fiscal year. 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 25, 2020, 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 Kontrapunktus Neo -Baroque Chamber Orchestra Page 4 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 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 Department City of Newport Beach 1000 Avocado Ave. P.O. Box 1768 Newport Beach, CA 92658-8915 9.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Raymond Jacobs Kontrapunktus Neo -Baroque Chamber Orchestra 140 Linden Avenue #553 Long Beach, CA 90802 %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 Kontrapunktus Neo -Baroque Chamber Orchestra Page 5 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. 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. Kontrapunktus Neo -Baroque Chamber Orchestra Page 6 11.9. Controllinq Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 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] Kontrapunktus Neo -Baroque Chamber Orchestra Page 7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: I I Z o � CITY OF NEWPORT BEACH, A California municipal corporation Date: 1 By: �.,� : By: j-ol : Aaron C. Harp `q Gr ce . Leung City Attorney w� it anager ATTEST: Date: �✓ �` By: V`Chww� Leilani I. Brown City Clerk Attachment: Exhibit A: Grant Proposal GRANTEE: KONTRAPUNKTUS NEO - BAROQUE CHAMBER ORCHESTRA, a California nonprofit corporation Date: //%/`ly'%/ a Raynd Doug Chieff Executive Date �Kt%w / Germaine Jdc 6bs Secretary / [END OF SIGNATURES] Kontrapunktus Neo -Baroque Chamber Orchestra Page 8 Exhibit A Kontrapunktus Neo -Baroque Chamber Orchestra Page A-1 NEWPORT BEACH CITY ARTS COMMISSION 2019-20 CULTURAL ARTS GRANT APPLICATION (Applications must be typed or word -processed- you may reformat on the computer as long as it appears the same: i.e. use Times New Roman 12 point and the same pagination.) KONTRAPUNKTUS Popular Name of Organization KONTRAPUNKTUS NEO -BAROQUE CHAMBER ORCHESTRA - Legal Name (if different) Federal Tax ID No. 3723 Birch Street, Ste. 4 Mailing Address Newport Beach 92660 City Zip Raymond D. Jacobs Contact Name (310) 382-0300 Telephone rdjpublishing2014@gmail.com www.kontrapunktus.com FAX E-mail Web Site Newport Beach Geographical Area Served Have you received a City of Newport Beach Cultural Arts Grant before? No If so, when? Year organization was founded 2015 Number of paid staff 0 # of active volunteers 4 Total amount requested: (from request line of project budget) $ 2,000.00 Estimated number of people in Newport Beach that the proposed project(s) will serve: 250 patrons CULTURAL ARTS GRANT APPLICATION 1. Briefly describe below your organization's purpose, mission, and goals. Kontrapunktus (Latin for "Counterpoint") is a conductor -less orchestra comprised of classical musicians who perform a unique repertoire of Baroque music intended to captivate and inspire people from all walks through their exemplary talent and sublime artistry. Consequently, our success will help others to re -imagine the possibilities of their musical talents in the context of classical music so that their newly discovered appreciation for classical music can then be passed on to future generations. Kontrapunktus has produced a total of seventeen (17) concerts since 2017. Four (4) of these concerts have taken place in Newport Beach. We're looking to return to Newport Beach on Saturday, April 18th, to stage a concert at the same spectacular venue where we first debuted -Our Lady Queen of Angels Catholic Church. Our goal for this particular project is to form an affiliation with Corona del Mar High School and Newport Harbor High School, respectively, to encourage the adolescent youth in the community to attend our concert. 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. Kontrapunktus strongly believes that there is a need to cultivate the interest of classical music among a younger generation of music enthusiasts, particularly those teenagers in the Newport Beach community who have not been adequately exposed to classical music. A report published in 2010 by Susan Hallam of the University of London, Institute of Education, concludes that the "active engagement" of music helps develop the brain. For example, the report cites a 1994 study in the U.S. where the National Centre for Educational Statistics sampled over 13,000 high school students and found that those who participated in music reported higher grades in English, math, history and science than those who did not participate. Moreover, it was established that a student who learned to play an instrument improved their spatial reasoning by more than double the margin of students who did not. You can learn more about this study by visiting: https://www.laphil.com/sites/default/files/media/pdfs/shared/education/vola/susan-hallam- music-development research.pdf Kontrapunktus believes that it can connect with younger concertgoers because it's a classical orchestra comprised of its peers. No other local classical orchestra or ensemble can make this claim. For this reason, we not only perform to entertain audiences, but to also inspire the youth of today. 2 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 X or existing project/program? Kontrapunktus plans to allocate the funds derived from the grant to help produce a classical concert at Our Lady Queen of Angels Catholic Church on Saturday, April 18th. Our performance will be a revamped presentation of our popular program from last winter, "The Bachs." This program will feature new selections from the timeless works of Johann Sebastian Bach and his three sons who went on to become prolific composers in their own right -Wilhelm Friedemann Bach, Carl Philipp Emanuel Bach, and Johann Christian Bach. Kontrapunktus is comprised of remarkably talented musical proteges who primarily hail from the prestigious Colburn School. They're led by esteemed harpsichordist, Dr. Ian Pritchard, and regularly perform under his direction as members of the Colburn Baroque Ensemble. Dr. Pritchard has an early music pedigree that is unparalleled. He's an elected Associate of the world-renowned Royal Academy of Music and has performed with some of the most acclaimed conductors and orchestras. His knowledge and appreciation for Baroque music is extraordinary. He possesses a flair for interpreting classical music that has proven to profoundly delight and captivate audiences. Kontrapunktus will be in communication with the music directors of both Corona del Mar High School and Newport Harbor High School and will provide them each with concert fliers serving as vouchers to distribute to their students. These fliers will be redeemable at the entrance to provide us with a tally as to how many students attended our concert from each school. We will then provide these music directors with the names of the students who attended for they can then give these students the option to write an essay about their concert -going experience for extra class credit. 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. We intend to focus our marketing efforts to attract children in the Newport Beach community under the age of 18 living with their parents (17.3% of population) and the 45-64 demographic age group (29.7% of population) representing most parents. Our Lady Queen of Angels Catholic Church seats more than 1,000 people and offers plenty of free parking. We will look to make the concert free and open to the public for the express purpose of appealing to families. 3 5. 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 Funding from the Funding from City of Newport Beach Other Sources EXPENSES -Personnel Artistic $1,000 $2,000 Administrative Technical Production EXPENSES-Onerating Facility Expense/Space Rental Marketing $ 725 Production/Exhibition Expense Touring/Presentation Expense Educational Materials $ 275 Transportation Equipment Other (if greater than 10%, annotate below) GRAND TOTAL $2,000 $2,000 6. 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.) Our objective will be to collect and redeem 150 vouchers from students, which we will then report to the music directors for both high schools. A month later we intend to reach out to Mr. Val Jamora, the instrumental director for Corona del Mar High School, and Ms. Lynda Moncada, the music director for Newport Harbor High School, to learn how many essays were, in fact, turned in and what the overall consensus was as a result of our concert. If either teacher feels strongly that our concert had a positive impact in cultivating the musical palate of their students, we will then explore the possibility of making student participation to future concerts an ancillary fixture to their class curriculum. Kontrapunktus would then look to strengthen it working relationship with the City of Newport Beach Arts and Cultural Services Division to integrate cross -promotional opportunities as a means to introduce these students to extracurricular artistic programs the City sponsors. We can do this by distributing literature the City provides us in support of these programs at our concerts. 4 7. Attachments Requested Please do not send material in excess of what is requested: it will not be seen by the City Arts Commission. • A list of Board Members and their affiliations • A recent list of individuals, corporations and foundations that provide organizational support- not to exceed one page. • If you are a 501(c) (3) organization attach a copy of your IRS determination letter (or your fiscal agent's) indicating tax exempt status. • One brochure and/or one press clipping. Do not send photos, videos, CDs or any other extraneous material. It will not be presented to the City Arts Commission. 8. Please complete this operating budget form for 2018/19 and 2019/20. This is not the project/program budget for which you are applying, but your overall organizational budget. You may annotate at the bottom if there are details critical to the proposal. OPERATING BUDGET 2018/19 Budget (current) 1 2019/20 Budget (projected) I. Income (cash only) Contributed $13,659 $43,100 Earned $ 2,732 $ 3,750 Total Income $16,391 $46,850 II. Expenses -$12,513 Program $25,020 $25,000 General and Administrative 3,884 $ 3,500 Marketing and Development $ 8,000 Total Expenses $28,904 $36,500 III. Operating Surplus/Deficit (Income minus Expenses) -$12,513 $10,350 IV. Fund Balance at Beginning of Year $13,240 $ 727 V. Accumulated Surplus (Deficit) (Add lines III and IV) $ 727 $11,077 VI. In -Kind Contributions (attach schedule if greater than 10% of total income) 0 0 9. I verify that the information submitted in this application is true and correct to the best of my knowledge. Name Raymond D. Jacobs Title Executive Director Signature Z�). ��� Date 08/01/19