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HomeMy WebLinkAboutC-8577-15 - Cultural Arts Grants - FY 22-23 - Musical PerformancesGRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND PACIFIC CHORALE This Grant Agreement ("Agreement") is entered into this 12th day of April, 2022 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and Charter City ("City"), and PACIFIC CHORALE, a California corporation located at 3303 Harbor Boulevard, Suite E5, Costa Mesa, California 92626 ("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 musical performances ("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. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until February 18, 2023, unless terminated earlier as provided herein. PACIFIC CHORALE 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. PACIFIC CHORALE Page 2 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 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 PACIFIC CHORALE Page 3 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. 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 February 11, 2023, 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-sectarian 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. PACIFIC CHORALE Page 4 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 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: Camille Escareal-Garcia, Cultural Arts Assistant City of Newport Beach 100 Civic Center Drive 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- Molly Buzick Pontin PACIFIC CHORALE 3303 Harbor Boulevard, Suite E5 Costa Mesa, California 92626 PACIFIC CHORALE Page 5 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. 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. PACIFIC CHORALE Page 6 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 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] PACIFIC CHORALE 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 Date: y/(4 /yo2 Z By: Aaron C. Harp QK 0411M1zt City Attorney ATTEST: Date: �.. �.. lam! 14 &Mt'= BrownLeilani 1. City Clerk Attachment CITY OF NEWPORT BEACH, A Califor is municipal corporation Date: L By: i Het erton Library Services Director GRANTEE: PACIFIC CHORALE, a California corporation Date: 1-14U/0-,3-1- B ,2 B��----- Christopher Andrew Brown Chief Executive Officer Date: By: Ll D= Mar is F. O'Heorn Secretary [END OF SIGNATURES] Exhibit A — Grant Proposal PACIFIC CHORALE Page 8 Exhibit A GRANT PROPOSAL PACIFIC CHORALE Page A-1 NEWPORT BEACH CITY ARTS COMMISSION 2022-2023 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.) Pacific Chorale Popular Name of Organization 95-2585505 Legal Name (if different) Federal Tax ID No. 3303 Harbor Blvd., Suite E5 Mailing Address Costa Mesa 92660 City Zip Molly Buzick Pontin 714-662-2345 x226 Contact Name Telephone mollyna,pacificchorale.ora www.nacificchorale.org FAX E-mail Web Site Audiences and education program participants come from Orange, L.A., & Riverside Counties. Primary venues are Segerstrom Center for the Arts in Costa Mesa, and St. Mark's Presbyterian and Our Lady Queen of Angels Church in 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 1968 Number of paid staff 8 FT/ 50 PT # of active volunteers 150 Total amount requested: (from request line of project budget) $ 5,000 Estimated number of people in Newport Beach that the proposed project(s) will serve: 1,800 Pacific Chorale CULTURAL ARTS GRANT APPLICATION 1. Briefly describe below your organization's purpose, mission, and goals. Pacific Chorale inspires the community through artistry and innovation in choral music performances and education programs. It has been a cornerstone of the Orange County cultural landscape since it was founded in 1968 in the Corona del Mar living room of then -director Maurice Allard. Led now by Artistic Director Robert Istad, it is one of the most respected choirs in the U.S., and is the primary artistic, civic, and social outlet for more than 150 professional and volunteer singers who devote hundreds of hours annually to concerts heard by 16,000 listeners. Called an Orange County "treasure" with a "fresh viewpoint" (Orange County Register), Pacific Chorale has risen to national prominence during its 54 year history. Hailed for delivering "thrilling entertainment" (Voice of OC), the resident choir at Segerstrom Center for the Arts is noted for its artistic innovation and commitment to expanding the choral repertoire. It has premiered more than 35 works and boasts a discography of 14 recordings. The Wayfaring Project, a digital concert film created during the pandemic, was aired by PBS SoCal in December 2021, and distributed to PBS viewers nationally in 2022. In addition to presenting its own concert series each season, Pacific Chorale enjoys a long-standing partnership with Pacific Symphony, with whom the choir made its Carnegie Hall debut in 2018. The chorus also regularly appears with the Los Angeles Philharmonic, earning two 2022 Grammy Award nominations — Best Choral Performance and Best Engineered Album, Classical — for its contribution to the live recording of Mahler's Symphony No. 8, conducted by Gustavo Dudamel. The choir has performed with leading U.S. orchestras and has toured extensively to more than 19 countries in Europe, South America, and Asia. Continuing a long tradition of touring and performing in world-class venues, Pacific Chorale will appear at the prestigious Salzburg Festival in 2023. Deeply committed to making choral music accessible to people of all ages, Pacific Chorale also enriches the local community by providing hands-on education and free concert tickets to almost 2,000 lifelong learners each year, through after-school choirs at low-income elementary schools, a choral summer camp for high school students, and an annual community -wide festival for adult singers at Renee and Henry Segerstrom Concert Hall. 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. Newport Beach is an ideal city for classical music, with wonderful venues and cultured fans. Many of Pacific Chorale's singers and strongest supporters are long-time residents, and St. Mark's Presbyterian Church has been our regular rehearsal venue for over a decade. Yet the opportunities for listeners to attend professional classical performances within the city limits are limited. Pacific Chorale helps make Pacific Chorale 2 Newport Beach a destination for audiences by holding three chamber choir concerts at Our Lady Queen of Angels Catholic Church. One of these programs, "Carols By Candlelight," has become a local favorite over the past seven years, with concerts selling out so consistently that an additional performance was added in 2021. These concerts support the local arts economy by utilizing Newport Beach venues and performers, and by drawing audience members to the area as an arts destination. Free concert tickets and a familiar neighborhood location ease access for N-MUSD students, many of whom may have never attended a professional concert before. 3. Describe the s eci is 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? Pacific Chorale's chamber choir will present three performances at Our Lady Queen of Angels Catholic Church in 2022, led by Artistic Director Robert Istad. Our Lady Queen of Angels is an ideal setting for more intimate choral works, in contrast to the symphonic repertoire Pacific Chorale performs in Segerstrom Concert Hall. The chamber choir consists of 32 paid professional singers who also provide core support for the 100+ volunteers required in a symphonic setting. Their artistry makes it possible for Pacific Chorale to have the best of both worlds, performing both the largest and smallest -scale works in the repertoire. They will be joined by organist Jung -A Lee and instrumentalists from Pacific Symphony. Songs of the Soul, on March 19, will take listeners on a spiritual journey with Frank Martin's beloved Mass for Double Choir, Estonian composer Galina Grigorjeva's sensitive, loving meditation On Leaving, and works by Caroline Shaw, Edie Hill, and California's own Dale Trumbore. This beautiful program is a further step in Pacific Chorale's commitment to presenting diverse voices, with four of six works on the program by female composers. Carols by Candlelight, on December 3 & 7 gives voice to intimate and wondrous music for the holiday season in a contemplative, candlelit setting. Familiar carols and holiday gems set the tone for this tribute to the season of peace, including selections for the audience to sing along. This program is beloved by those seeking a more meditative side of the winter holidays, selling out in each of the past seven years. In response to this enthusiasm, a second performance was added in 2021, and will be offered again in 2022. As with all Pacific Chorale concerts, free tickets will be offered to students and social service agencies via our Intro to the Arts program, which strives to reduce barriers to concert attendance. Pacific Chorale 3 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. An average of 600 people are expected to attend each performance, for a total audience of 1,800. Using past audiences as a proxy, we expect that more than half of attendees will be Newport Beach residents attracted to an affordable concert in a local venue. Much of our audience is age 50 and up, but students are also drawn to our performances through partnerships with Corona del Mar and Newport Harbor High School choir programs. Many of these students are already familiar with Pacific Chorale, either via our Pacific Chorale Academy after-school program at Mariners Elementary, our summer Choral Camp program for high schoolers, or even because NHHS Choir Director Jeff Ledon is a former student of our Artistic Director, Rob Istad. 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 $5,000 $84,339 Administrative - $3,850 Technical Production - - EXPENSES -Operating Facilitv Ex ense/S ace Rental - $5,700 Marketing - - Production/Exhibition Expense - - Touring/Presentation Expense - - Educational Materials - - Transportation - - Equipment - $1,250 Other (if greater than 10%, annotate below - - GRAND TOTAL $100,139 Artistic expenses include wages for 32 singers and instrumentalists for rehearsals and performances, sheet music, and audio recording of the concerts. 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 Pacific Chorale 4 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.) Pacific Chorale will present three concerts in Newport Beach which will be attended by 600-700 listeners each, for a total audience of 1,800-2,100 listeners as measured by ticket sales. We will offer up to 150 free tickets to Newport Beach choir students, families, and social service partners. 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 2021/2022 and 2022/2023. 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 2021/22 Budget (current) 1 2022/23 Budget (projected) I. Income cash only) Contributed $2,393,279 $2,073,010 Earned $554,147 $576,313 Total Income $2,947,426 $2,649,323 II. Expenses $30,391 $14,512 Program $1,462,474 $1,320,973 General and Administrative $211,400 $219,856 Marketing and Development $1,243,161 $1,093,982 Total Expenses $2,917,035 $2,634,811 III. Operating Surplus/Deficit $30,391 $14,512 Income minus Expenses) IV. Fund Balance at 0 0 Beginning of Year V. Accumulated Surplus (Deficit) 0 0 Add lines III and IV VI. In -Kind Contributions 0 0 (attach schedule if greater than 10% of total income Pacific Chorale 9. I verify that the information submitted in this application is true and correct to the best of my knowledge. Name Molly Buzick Pontin Title _Vice President Signature 0 Date _02/07/2022 Pacific Chorale 6