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HomeMy WebLinkAbout11/1/2006 - STAFF REPORTS - 2.Q.MINUTE ORDER NO. APPROVING, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, A FUNDING AGREEMENT WITH THE PALM SPRINGS AIR MUSEUM TO PROVIDE EDUCATIONAL PROGRAMS RELATED TO THE LEONARDO DA VINCI EXHIBIT I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that this Minute Order approving, in a form acceptable to the City Attorney, a funding agreement with Palm Springs Air Museum to provide educational programs related to the Leonardo da Vinci Exhibit was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 15t day of November, 2006. James Thompson, City Clerk ITEM NO. `z ' R. FUNDING AGREEMENT THIS AGREEMENT is executed on November 1, 2006, by and between the CITY OF PALM SPRINGS, a municipal corporation of the State of California, hereinafter referred to as "City," and Palm Springs Air Museum, a California Nonprofit Corporation, hereinafter referred to as "Nonprofit." WHEREAS, the City of Palm Springs recognizes the importance of Community Based Organizations (CBO) and the role they play in providing adequate shelter, nourishment, health, public safety, mobility and educational opportunities to needy families and individuals both within the City and throughout the Coachella Valley; WHEREAS Palm Springs Air Museum is a California Nonprofit corporation authorized to engage in charitable and education activities as well as those activities permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(c)(2) of the Internal Revenue Code; WHEREAS, Nonprofit plans to provide an opportunity for 2"d and 3rd graders enrolled in the Palm Springs Unified School District to experience the Leonardo da Vinci Exhibit (hereinafter "Event") as described in Exhibit "A'; WHEREAS, the Event will be held at the Palm Springs Air Museum from November 3, 2006 through March 31, 2007 and features three galleries filled with more than 60 working replicas of Leonardo da Vinci's vintage transportation, military and mechanical machines; WHEREAS, Nonprofit needs financial assistance to facilitate this Event and has requested City sponsorship; WHEREAS, the City Council has determined that this Event has tremendous educational value in that it will enable elementary students to view firsthand the inventive genius of Leonard da Vinci, - WHEREAS, the City Council wishes to provide community assistance funding to Nonprofit for the purpose of providing the services and/or programs described in Exhibit A. NOW, THEREFORE, IT IS AGREED as follows: 1. Community Services. Nonprofit agrees to provide to City and its residents the services and/or programs as described in Exhibit A and attached hereto and incorporated herein by this reference. The Nonprofit acknowledges that all Leonardo da Vinci Exhibit Educational Program Funding Agreement Page No. funds shall be used to provide needed and appropriate services to the City in accordance to the purposes described in the Grants -in -Aid program requirements set out in the recitals. (a) Amount. City hereby allocates to Nonprofit the sum of Thirty Thousand Dollars ($30,000). This allocation shall be provided by City to pay all approved expenditures made in accordance with the program and with an adopted budget to be submitted by Nonprofit to City. (b) Method of Pavment. City shall retain the right to select the method and frequency of payment. (c) First Pavment Due. The City shall disburse funds upon execution of said agreement unless otherwise changed by the City. 2. Reimbursement. All amounts paid to Nonprofit pursuant to this Contract shall be subject to reimbursement upon the occurrence of any of the following events: (a) Nonprofit loses its tax-exempt status under Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code; or (b) The dissolution of Nonprofit; or (c) Nonprofit terminates or attempts to terminate this Contract for any reason other than City's failure to make payments as provided hereunder: or (d) Nonprofit fails to fulfill the responsibilities, duties, and obligations set forth herein. 3. Administration of Aareement. The City Manager is hereby designated as administer of this Agreement and is hereby authorized on behalf of the City to make any determination necessary for implementation of the provisions of this Agreement. 4, Audits. City shall have the right to monitor and audit all work performed under this Agreement. City will notify Nonprofit in writing within thirty (30) days of any potential exceptions discovered during such audits. Where such findings indicate that agreement requirements are not being met, upon such written notification Nonprofit promises to take appropriate corrective action immediately. 5. Indemnification. Nonprofit agrees to indemnify, defend and save City, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, materialmen, laborers, and any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Agreement and for any and all claims and losses accruing or resulting to any Leonardo da Vinci Exhibit Educational Program Funding Agreement Page No. 3 person, firm or corporation who may be injured or damaged by Nonprofit in the performance of this Agreement. 6. Compliance with Law. (a) All work done under this Agreement shall be done in compliance with the applicable provisions of the federal and state laws and any regulations promulgated thereunder. (b) Nonprofit agrees to comply with all state or local licensing standards; all applicable accrediting standards and any other standards or criteria established by the state or local laws to assure quality of service. (c) This Agreement shall be governed and construed in accordance with the laws of the Stale of California. 7. Term of Aareement. The effective date of this Agreement shall be November 1, 2006 and shall terminate March 31, 2007. 8. Complete Aareement. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties- 9- Amendments. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 10.Assionability. Nonprofit shall not assign any interest in this Agreement without the prior written consent of City, and any attempted assignment without such consent shall be void. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the date first above written. CITY OF PALM SPRINGS NONPROFIT CORPORATION By: City Manager ATTEST: By: James Thompson, City Clerk M