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HomeMy WebLinkAboutC-8577-12D - Cultural Arts Grants - FY 24-25 - Music Education Programs - Young Audiences Program (TYA)U1 GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND SOUTH COAST REPERTORY, INC. This Grant Agreement ("Agreement") is entered into this 13th day of March, 2024 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and Charter City ("City"), and SOUTH COAST REPERTORY, INC., a California nonprofit corporation located at 655 Town Center Drive, 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 Theatre for Young Audiences ("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): ® On or before June 13, 2024. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until January 30, 2025, unless terminated earlier as provided herein. SOUTH COAST REPERTORY, INC. 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 SOUTH COAST REPERTORY, INC. 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 SOUTH COAST REPERTORY, INC. 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 January 17, 2025, 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 orwillful 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 SOUTH COAST REPERTORY, INC. 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 100 Civic Center Drive Newport Beach, CA 92660 9.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Domenick letto SOUTH COAST REPERTORY, INC. 655 Town Center Drive Costa Mesa, California 92626 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 SOUTH COAST REPERTORY, INC. Page 5 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. 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 SOUTH COAST REPERTORY, INC. Page 6 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 Attorneys 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] SOUTH COAST REPERTORY, INC. 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: 3<<3/ 34 By: ,J ' A)Attorney n C. Harp 31rsJ;Pa� Ci ATTEST: Date:_�t- .. - a�a By: Li C CITY OF NEWPORT BEACH, A California municipal corporation Date: N F"Fd Ira WON 1lRl i KNINE ■. Library Services Director GRANTEE: SOUTH COAST REPERTORY, INC., a California nonprofit corporation Date: 3 -z ' Z 4- By: 0"a, I., Paula Tomei Chief Executive Officer Date: 341 1 >4 By: Lori Mo ier Secretary [END OF SIGNATURES] Attachment: Exhibit A: Grant Proposal SOUTH COAST REPERTORY, INC. Page 8 Exhibit A SOUTH COAST REPERTORY, INC. Page A-1 NEWPORT BEACH CITY ARTS COMMISSION 2023-2024 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.) South Coast Repertory (SCR) Popular Name of Organization South Coast Repertory, Inc. 95-6122708 Legal Name Federal Tax ID No. 655 Town Center Drive, PO Box 2197 Mailing Address Costa Mesa 92628-2197 City Zip Domenick Ietto 714-708-5574 Contact Name Telephone 714-708-5529 domenick cr,scr.org scr.org FAX e-mail Web Site Orange County, CA Geographical Area Served Have you received a City of Newport Beach Cultural Arts Grant before? Yes If so, when? Numerous grants beginning decades ago, most recently in 2016, 2019, 2021, 2023. Year organization founded 1964 Number of paid staff 97 FT & permanent PT # of active volunteers 200 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: We estimate that approximately 1,700 residents of Newport Beach will attend performances (see response to question 4) CULTURAL ARTS GRANT APPLICATION 1. Briefly describe below your organization's purpose, mission, and goals. Purpose: South Coast Repertory serves its home community of Orange County and advances the American theatre artform by presenting plays that meet the highest standards of artistic and literary excellence. SCR offers live performances of full professional productions on two stages at The David Emmes/Martin Benson Theatre Center. Programming reflects classic and modern repertoires as well as new work by America's finest playwrights (including two world premieres this season, Craig Lucas's Prelude to a Kiss, The Musical and Eleanor Burgess's Galilee, 34). SCR also serves the community by providing a wide array of education and outreach programs, including fully staged Theatre for Young Audiences productions, which bring the vitality and magic of professional theatre to students of all ages, especially those from underserved areas, along with a full range of theatre training classes ranging from young beginners to aspiring professionals taught by renowned theatre professionals. In 2021, our theatre introduced Outside SCR, as a new summertime series of fully staged outdoor productions, presented at Mission San Juan Capistrano, partially in response to the COVID-19 pandemic. The series continues this summer with a family friendly musical production of The Old Man and the Old Moon. Mission & Goals: SCR was founded in the belief that theatre is an art form with a unique power to illuminate the human experience. We commit ourselves to exploring urgent human and social issues of our time, and to merging literature, design, and performance in ways that test the bounds of theatre's artistic possibilities. We undertake to advance the art of theatre in the service of our community and aim to extend that service through educational, intercultural, and community engagement programs that harmonize with our artistic mission. 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 Regional theatres such as South Coast Repertory have significant economic and social -progress impact in the communities they serve. Currently, SCR reaches approximately 60,000 audience members from throughout Orange County through performances and arts -education programs and has an economic impact of approximately $50 million, as estimated by using multipliers that include direct and indirect spending (restaurants, hotels, transportation, etc.) in addition to the cost of theatre tickets. In order that those from all economic backgrounds may participate, SCR offers free or deeply discounted tickets to numerous performances through programs such as Theatre Access and MyStage. SCR also provides arts experiences and theatre -related training programs to young people in Orange County. We offer award -winning programs such as Theatre for Young Audiences and Neighborhood Conservatory that directly serve students from economically disadvantaged backgrounds through innovative partnerships with Title I schools. These students are given free tickets and their schools receive transportation subsidies (primarily for buses) in order to remove any obstacles for those who wish to participate. Due largely to restrictions on live performances during the COVID-19 pandemic, recent SCR seasons have also offered digital online programming. Last season, our theatre is returned fully to live performances for in -person audiences and that approach continues in the current 2023/24 season. 3. Describe the specific project/program that will be funded by a cultural grant. 2 Is this a new or existing X project/program? For the current season, South Coast Repertory requests a Cultural Arts Grant to assist as we again return to the classic Theatre for Young Audiences format of free school -day matinees for elementary school students, augmented with daytime and evening performances for the general public. The play selected for TYA in our 23/24 season is Alice's Wonderland, a pop and hip -hop musical inspired by the Lewis Carroll classic that is filled with lively songs and features many well-known characters including The Mad Hatter, The Queen of Hearts, Caterpillar, The Cheshire Cat and more. Our title character, Alice, is a brilliant, ambitious, forward -thinking "take -charge" teen who dreams of making the world a better place by creating a video game called "Wonderland." When a virus shuts it down, the cool and mysterious Rabbit pops from her screen asking for help and Alice leaps into the virtual world for an amazing adventure. In the end, our tale shows that an unassuming "computer nerd" can step-up and be the hero. Alice's Wonderland's book, music and lyrics are by Julia Riew and J. Quinton Johnson and it is based on a concept by Linda Chichester and David Coffman. The play had its world premiere last year at the Coterie Theatre in Kansas City and our production, directed by SCR Artistic Coordinator Rob Salas on the Julianne Argyros Stage, will be its second. Alice's Wonderland offers a new way engage with one of literature's great fantasies and adds some exciting onstage elements —including cutting -edge video and a rousing final number that sends you back to the real world with a smile. In total, twenty-five performances of Alice's Wonderland will take place in February 2024, including ten free weekday matinee shows for students and teachers, mostly from low-income Title 1 schools; two paid matinee school -day performance; and thirteen "family friendly" weekend performances for the general public. SCR also provides bus transportation subsidies to Title 1 schools to assist those attending matinee performances. What sets TYA productions apart from many other works designed specifically for children is that they are held to the same exacting standards as SCR's adult shows, using professional actors, designers, and directors. We believe strongly that a high -quality introduction to theatre, utilizing the latest technological tools for the stage (this TYA production of Alice's Wonderland contains cutting -edge video elements), is the best means of creating interest and enthusiasm among young people and may help lead them to a lifelong appreciation of the performing arts. 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. SCR's 2023/24 season TYA production of Alice's Wonderland is being offered free -of -charge to elementary schools in the Newport Mesa Unified and Santa Ana Unified School Districts and there will also be paid performances available to all members of the general public. We anticipate that approximately 6,000 individuals will attend this season's TYA performances in February 2024, the majority being elementary school students from the Newport Mesa and Santa Ana Unified School Districts. 5. Complete the project budget form. Funding from the Funding from PROJECT BUDGET City of Newport Beach Other Sources EXPENSES -Personnel Artistic 5,000 145,000 Administrative 30,000 Technical Production 105,000 EXPENSES -Operating Facility Expense/Space Rental n/a Marketing 106,000 Production/Exhibition Expense 50,000 Tourin /Presentation Expense 5,000 (royalties) Educational Materials Included in marketing expenses Transportation 8,004 bus subsidies Equipment Included in tech/production expenses Other (if greater than 10%, annotate below 44,000 (ticket subsidies) GRAND TOTAL $498,000 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.) SCR will present the professionally -staged theatrical production of Alice's Wonderland, designed to appeal to young people and family audiences as part of its Theatre for Young Audiences (TYA) series. The following outcomes are expected: • provide a meaningful introduction to the theatrical arts for school children through engaging theatre experiences, • incorporate theatre into the educational experience of elementary school children with an entertaining, thematically -appropriate play with subject matter supported by on-line study guides • expand the range of educational tools available to teachers through an intellectually stimulating musical play which can act as a reinforcing supplement to classroom instruction. SCR collects the following qualitative and quantitative feedback to help evaluate each TYA production: • number of students attending or viewing TYA presentations • feedback from students and teachers recounting their experiences • surveys to teachers from participating schools • total number of subscriptions and single tickets utilized for each public performance 7. Attachments Requested 4 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 2022/2023 and 2023/2024. OPERATING BUDGET FY22123 Rnrluat __ I FY 23124 Budget I. Income cash only) Contributed 5,403,000 3,230,000 Earned 6,307,000 9,224,000 Total Income 11,710,000 12,454,000 II. Expenses Program 8,773,000 9,134,000 General and Administrative 1,557,000 1,693,000 Marketing and Development 1,380,000 1,627,000 Total Expenses 11,710,000 1 12,454,000 III. Operating Surplus/Deficit Income minus Expenses) 0 0 IV. Fund Balance at Beginning of Year V. Accumulated Surplus 0 0 (Deficit) Add lines III and IV VI. In -Kind Contributions (attach schedule if greater than 10% of total income NOTE: South Coast Repertory operates on a fiscal year that runs from September 1 through August 31. 9. I verify that the information submitted in this application is true and correct to the best of my knowledge. Name: Domenick Ietto Signature Title: Grants Manager Date: January 5, 2024 5