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HomeMy WebLinkAbout05691 - MAIN STREET PALM SPRINGS NON-PROFIT FUNDING AGR Kathie Hart �J From: Cathy Van Horn Sent: October 20, 2010 12:36 PM To: Kathie Hart Subject: RE. A5691 - Main Street Palm Springs Yes mam (D Cathy Van. Horn owl Economic Development �Q 760-323-8175 office 760-322-8325 fax From: Kathie Hart Sent: Tuesday, October 19, 2010 6:01 PM To: Cathy Van Horn Cc: Jay Thompson Subject: A5691 - Main Street Palm Springs Cathy: This agreement expired in 2009. May I close this? Document# Description ARP—ro A5691 Non-Profit.Funding Agreement Administration 06/2k Company fame: Main Street Palm Springs Address: Mr. Keith. McCormick, Secretary/Treasurer, 264 North Palm Canyon Drive, Palm Springs, CA 9: Contact: Mr. McCormick Group: COMMUNITY& ECONOMIC Contn Service: In File r21 xRef CATHY VAN HORN (760) 323-8175 Kathie Hart, CMC 'hief Deputy City Clerk "ity of Palm Springs 3200 E. Tahquitz Canyon Way 3alm Springs, CA 92262 (760) 323-8206 1 iLi (760) 322-8332 Kathie.Hart@Palm5pringsCA.gov please note that City Hall is open 8 a.m, to 6 p.m.Monday through Thursday,and closed on Fridays at this time. 10/20/10 • d NON-PROFIT FUNDING AGREEMENT Main Street Palm Springs This Agreement is entered into on k�j L)JE 2008, by and between the City of the City of Palm Springs, a California Charter City, herein called "City', and Main Street Palm Springs, a California nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law, hereinafter called "Recipient". WHEREAS, Recipient is a California Nonprofit Mutual Benefit Corporation which has established its tax exempt status under Section 501(c)(6) of the Internal Revenue Code and under Section 170(c)(2) of the Internal Revenue Code; and, WHEREAS, Recipient is organized to work with merchants and other stakeholders to increase economic vitality of the downtown and uptown business districts of the City of Palm Springs, California; and, WHEREAS, the City recognizes the intrinsic value of the downtown and uptown business areas of the City, and the role they play in enhancing and expanding the economic vitality of and image of the City; and, WHEREAS, the City recognizes the significant role the Recipient plays in Downtown and Uptown Palm Springs as a facilitator of community input to the City and a mechanism to organize and disseminate information to affected businesses; and WHEREAS, Recipient also serves as the District Advisory Board to City Council for the City's Business Improvement District, formed for the purpose set forth in the Parking and Business Improvement Area Law of 1989 (California Streets and Highways Code Part 6 of Division 18 starting with Section 36500) and established by the City Council by Ordinance No. 1709, adopted on February 21 , 2007; and WHEREAS, Recipient has requested financial assistance from the City to ensure legal compliance with tax laws, to maintain its corporate status, and to perform basic administrative functions related to its public purpose and its advisory capacity related to the Business Improvement District; and 1 NOW, THEREFORE, THE PAR7IES AGREE AS FOLLOWS: 1. SERIACBS 1.1 Recipient shall perform its function described in the Bylaws of the Business improvement District as generally described and attached hereto and incorporated herein by this reference. 2. TERFAS AND CCHDN n ONS 2.1 In consideration of City financial support, Recipient shall provide the services as described in Exhibit "A" attached hereto and incorporated herein by this reference. 2.2 The City wili provide Recipient with Twenty One Thousand Dollars ($21,006) in d nancial support. The City shall disburse funds upon execution of this Agreement unless otherwise determined by the Cott' Manager. 2.3 Any unused amounts paid to Recipient pursuant to this ?agreement shall be subject to reimbursement to the City upon the occurrence of any of the �oilowing: 2.3.1 Recipient ioses its Federal tax exempt status under Section 661(c)(6) and 170(c)(2) of the Internal Revenue Code, or its State tax-exempt status From the California Franchise Tax Board; or 2.3.2 The dissolution of Recipient; or 2.3.3 Recipient or City 'terminates this Agreement; 2.3.4 Recipient fails to fuifill the responsibilities, duties, and, oNigatlons set forth herein. 2.4 Recipient shall provide for opera public access to general membership meetings, events, or exhibits to ensure accessibility to all individual regardless of gender, race, ancestry, place of origin, citizenship, creed, color, ethnic origin, cultural practices, sexual orientation, sexual preference, age, ability, physical, mental or emotional health, iamiiy status, marital status, political or religious affiliation, place of national origin, occupation, income, edueatiOn or social status, 2 3. C[a Y PUrBUG-4 a lON 3.1 City shall make a reasonable effort to promote the services provided by Recipient in the City's website, government access channel and other advertising and marketing vehicles as deemed appropriate by the City Manager. 4..d E'RW-� OF AGREBGV EN 4.1 Basic Term- i he tern of this agreement is twelve months. The effective date or this Agreement shall be. Uk--:'I 0 , 2003 and this Agreement shall terminate k-7-e9JE-: ZO , 2006. 4.2 Breach of Agreement. Any material deviation by Recipient for any reason from the requirements hereof, or from any o°cher provision of this Agreement, shall constitute a breach of this Agreement and niay be cause for termination at the election of the City. City may terminate this Agreement, for cause, by giving Len (3iJ) days notice to Recipient in the event on termination or this Agreement, for cause, Nie City shall have the right to have use of and access to materials concerning the services paid for with City Funds and to assign rights pertaining to such services, such as nacre, customer or invitation lists, or performer contracts to the City or its designee. The City Manager reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. in the event the City Manager chooses to vilaive a particular breach of this Agreement, it may condition same on Recipient making every efuort to resolve the sauce quickly and amicably. 4.3 Agreement Termination- In the event Recipient is unable to fulfill any of its responsibilities under this Agreement for any reason whatsoever including, without limitation, circumstances beyond its control, the City may terminate this Agreement in whole or in part in the Same manner as for breach herea, and be entitled tO t as same rights on termination. Recipient or Ci•:.1r may terminate for convenience. 4A Recipient shaii provide to the Cony an Annuai Financial Report, including a balance sheet, income statement, and a description of the Recipients operations prepared in compliance with generally accepted auditing principles (GAAP) and certified by a licensed CeFufied Public Accountant no Eater than four months following the close of Recipient's fiscai year end on June 30, 2009 in addition to the Internal Revenue Service Form 990 to he riled within the same time constraints- 3 6. GENERAL 5.1 Indemnfi'ny and insurance. Recipient shall carry Errors and Omissions and General Liability insurance wlth a limit of not less than $1,G00,500 per occurrence naming the City as an additional insured for the purpose and extent permitted by law, to indemniry, proiect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including iegai costs and attorney tees (coilectivellr "Claims"), including but not limited to Claims arising from injuries to or death of any person, for damage to property, including property owned by Cfittr, from any violation off any federal, state, or local law or ordinance, and from errors and omissions committed by Recipient, its of;ecers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's performance under this Agreement, to the extent of the policy limits. 5.2 governing Law. This Agreement shall be governed by the laws of the State of California. venue shaP be in riverside County. 5.3 Time of Essence. Time is of the essence for each and every ;provision of this Agreement- 5.4 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 5.E Audits. The City shall have the right to monitor and audit the Services and all work performed under this Agreement. The City will notify Recipient In writing within thirty (30) days of any potential exceptions discovered during such audits. Where such findings indicate that the requirements of this Agreement are not being met, upon such wriaren notification Recipient shall take appropriate corrective action immediately. For this purpose, the Recipient shall make available to the City Burin; norrnal business hours of the City, and to the City's employees, agents and representatives, all books and records which pertain to this Agreement and the programs undertaken by Recipient hereunder, including records of membership and dues collected from members. 5.7 Compiete Agreement. This Agreement contains all the terns and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to 4 exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 5.5 Arnendrnents. 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. 5.9 Notices. Communications among the parties hereto shall be addressed as follows: MAIN STREET T PALM SPRINGS Joy Meredith, President 284 North Palm Canyon Drive Palm Springs, CA 92252 psca@msn.com Cl d"f OF PALM SPRINGS David H. Ready, Esq., Ph.D., City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Phone: 760.322-8350 Fax: 7660.323-8207 david.r eady(&.pai;nsorin.cis-ca.goy 5.11 Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, ordinances and regulations. 5.12 Standard of Care. The City relies upon the professional ability of Recipient as a material inducement to entering into this Agreement. Recipient agrees to use reasonable care and diligence in meeting its obiigation under this Agreement. Recipient agrees that the acceptance of its work by the City shall not operate as a waiver or release of said obligation of Recipient. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis For submission of inadequate work or incomplete performance. For adherence to such Standard o`r Care, the City acknowledges that recipient Board recommendations on BID expenditures are advisory to the City Council, who in their sole discretion maintains financial decision making authority on expenditures in accordance with City policies, and will hold recipient Board Members harmless from third party suits based upon their BID expenditure recommendations described in the Recitals. 5.13 Demand for Assurance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not 5 be impaired. When reasonable grounds for insecurity arise with respect to the poilormance of either party, the other may in writ rwq demand adequate assurance of due performance and until he/she receives stoch assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt off a justified demand, s"allure to provide within a reasonable time, bU2 not exceeding tern (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 5.14 Third Party Beneficiaries. Noftng contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 6 ' v 1N 1�60 e vESS WHEREOF, the parties have and entered into this Agreement as of the date first written above- THE C[TY CF VALE SPRINGS raNid F�. Ready, Esq. D Cltjr manacger ATTEST: By. 04P Ztn Z002 James Thompson, City Clerk Date F p'0 FORM- By: ou ' C. Rolland, Ci y AEuorney Date APPROVED 8Y CITY MANAGER a&,/2rv/Zoo8 2Zl,two RdA H STREET PALM SPR HG5 p (NOTARIZED)(NOTARIZED)IZED)Iz�®) By: �l Signature � I i�(�Co2u� (ctC SCc- lvfls . �.ame and TEtle (NOTARIZED) Signature rr f [ (/if-V0 y4L4 Print Name and Title Mailing Address: 264 North palm Canvon ©rive pa0m Springs, CA 22262 (Corporations require two signatureS; 07e iaroM each Of the Miming: A. Chairman of Board, president, any Vice President; AAFD S, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chlei Finan6al C':"Ecer.) 7 DESCRP a dOE,6 OF SERVICLS The services 6Re6pient small provide include bu'_° are not limited to the follovvr ng and snail accept all financial responsibility for such services: CRecruitment, coordination and supervision of administrative or clerical personnel neeessanf to produce the Services; Holding monNy General Membership Meetings at wHch issues reia'Led to the marketing, maintenance, development, and redevelopment of Downtown and Uptown are discussed. Providing a local telephone number to City for interested persons to calf for general information about the Downtown and Uptown. 4 USE OF FUMODS The funds are to be used for administrative expenses including: S°taff support ,acwLlnting and audit services o Liabiiity and directors insurance o Legal services o Office supplies and equipment Collateral materials Travel reimbursements The funds are not intended to be used for compensation for directors as described above, with the exception of reimbursement for Board-approved travel and other expenditures. 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Zrzrcrcrzrzrcrcr..�ryr .r- - r-r rr r rtirtiryry�^.�r�yr, ,�<,�r-,�,�roac nectrta State of California County of On (p 42 4'/d before me, �C DSc -W HPrc Inoad Nama antl 1ltle of the Otllcer personally appeared 7- .LZ J-�D P Name(s)of signer(s) who proved to me on the basis of satisfactory evidence to be the person whose nameXis/are'subscribed to the within instrument and acknowledged to me that MART LYNN BOSWELL he/stt+3{tkl�y executed the same in his/h�krefc authorized COMM.ak'1570678 rr capacity(1�, and that by his/h r signature(b) on the �^ NOTARYPl1BL10•CALIFORNIAwZ instrument the person or the entity upon behalf of r°c RNERSIDECOUNTY which the person(s) acted, executed the instrument. Commission E+ itasPPR 18.20(IB I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and\ official seal. Placr Notary Seal Abovo Signature �P'� Z,, ?� iQjiature of Niqlary Public OPrlONAL Though the information below 1s rnol required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document, /n Title or Type of Document: //r Document Date: la�/C�� _. _ Number of Pages: Signor(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Signer's Name: ndividual L7 Individual ❑ Corporate Officer—Title(s): D.Corporate Officer—Title(s): ❑ Partner--❑ Limited L General _ _ _ ❑ Partner—LJ Limited ❑ General ❑ Attorney to Fact - i7 Attorney In Fact ❑ Trustee Top of,numb here 7 Trustee Top of thumb here ❑ Guardian or Conservator LI Guardian or Conservator * Other: -_ 7 Other: Signer Is Representing: Signer Is Representing: _ �zc c a zv= c tie z Z2007 Nnnnnal Notary Aasoclabon-9350 De Soto Ave POoox2402-Chal:wnrlh CA�1313-2902-w NatlonalNolaryorg IIem115907 RroMcr CSlTpll-Frye 1-600-6]6-662] CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California 1 County of On <°la 6� before me, Cate HOM IWrl NIMO.end Tilly aht C Officlt personally appeared Neme(e)of 51gnege) who proved to Te on the basis of satisfactory evidence to be the person,O whose name,* is/are-subscribed to the within instrument and acknowledged to me that he/spy executed the same in his/heAthair authorized MARI LYNN BOSWELL capacity(ias), and that by his/heghetrsignature(s�on the comm.sts�a�e x instrument the person(4,, or the entity upon behalf of �^ NOTARR�IC�ORNA which the personk, ) acted, executed the instrument.x Cornnission - Af'R Ift XM + I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature AfIgzZ Place Notary Seal Above Sign ro of NeI�Y4,U, OPTIONAL. Though the Information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ✓ J� ��r/ _ ��� i l 9 ga _"ry Oir� U Document Date; / ��CS Number 9f Pages: Signer(s) Other Than Named Above: / ✓ ,� �' � Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: FZIfndividual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited 1-1 General _ _ _ 1 Partner—LJ Limited ❑ General _ ❑ Attorney in Fact - ❑Attorney in Fact * Trustee Tap of Ih11mo pomp ❑Trustee Top cf thumb here * Guardian or Conservator ❑ Guardian or Conservator ❑ Other. ❑ Other: Signer Is Representing: Signer Is Representing: QQ007 Notional Notary rwociatlon•935o De Solo Ave PO Box 24o2•Chatsworth CA 91313-2402•www.NeLona1Notary oeg Item 115907 Rewder.Call Toll-FILL 1-000-M-0027