HomeMy WebLinkAbout2008-415
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RESOLUTION NO. 2008-415
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH THE SAN BERNARDINO SYMPHONY ORCHESTRA
FOR THE PROMOTION OF ARTS AND CULTURE.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1.
The City Manager of the City of San Bernardino is
hereby authorized and directed to execute on behalf of said City an Agreement with
San Bernardino Symphony Orchestra, a copy of which is attached hereto marked
Exhibit "A" and incorporated herein by reference as fully as though set forth at length.
SECTION 2.
The authorization to execute the above referenced
agreement is rescinded if the parties to the agreement fail to execute it within sixty
(60) days ofthe passage of this resolution.
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2008-415
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH THE SAN BERNARDINO SYMPHONY ORCHESTRA
FOR THE PROMOTION OF ARTS AND CULTURE.
I HEREBY CERTIFY that the foregoing Resolution was, duly adopted by the
joint
Mayor and Common Council of the City of San Bernardino at a regular meeting
thereof, held on the J.I:d... day of Nov"mh~r , 2008, by the following vote, to wit:
Q;t-lc..t'l:;, ~
City Clerk
The foregoing resolution is hereby approved this S~
November ,2008.
day of
k J. Moms, yor
fSan Bernardino
Approved as to form:
JAMES F. PENMAN,
City orney
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2008-415
AGREEMENT
Fine Arts Funding
THIS AGREEMENT is entered into between the CITY OF SAN
BERNARDINO, a municipal corporation, referred to as
"City" and the SAN BERNARDINO SYMPHONY ORCHESTRA, a non-
profit organization, referred to as "Organization"
The parties agree as follows:
1. Recitals.
A. Organization has requested financial
assistance from City for fiscal year 2008c09, in
order to assist in defraying the expense of certain
concerts, shows, festivals, events, or activities
sponsored by Organization. The financial assistance
provided for in this Agreement is made on a one-time
only basis, and receipt of said funds shall not imply
a continuing obligation of City beyond the term of
this Agreement.
B. The expenditure of funds under this
Agreement is for a valid municipal public purpose, to
wit: the promotion of art appreciation in the City of
San Bernardino, as more fully set forth in the
proposal submitted by Organization.
2. Payment. Upon presentation of a claim by
Organization to the City Manager's Office, City shall
pay to Organization from the City's budget for the
2008-09 fiscal year, the total sum of $70,000.00
dollars, to cover the costs of the activities set
forth in Organization's grant proposal.
3. Use of Funds. The funds paid by City to
Organization under this Agreement shall be used
solely for the purposes set forth in Section 1 of
this Agreement and in strict compliance with the
provisions of this Agreement. No deviation from the
terms of this Agreement shall be made without
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2008-415
AGREEMENT RE: THE CITY OF SAN BERNARDINO AND THE SAN
BERNARDINO SYMPHONY ORCHESTRA FOR THE PROMOTION OF
THE ARTS AND CULTURE.
the express approval of City. Organization shall
return to City any funds provided by City to
Organization under this Agreement that Organization
has not expended by June 30, 2009.
4. Accounting. Within 20 days after the
completion of an event for which Organization expends
funds provided by City under this Agreement,
Organization shall submit to the City Manager's
Office, with a copy to City's Director of Finance, an
accounting showing the items for which funds were
expended and the amount expended for each item in
connection with the event. Organization shall
maintain financial records in accordance with
generally accepted accounting principles in such a
manner as to permit City to easily trace the
expenditures of the funds. Organization shall keep
all of its books and records open for inspection at
any time during the business day by City or its
officers or agents. If Organization fails to submit
the financial records it is required to submit under
this section, Organization shall reimburse to City
any funds for which the required records are not
submitted.
5. Hold Harmless. Organization covenants and
agrees to defend, indemnify, and hold harmless City,
its elective and appointive boards, commissions,
officers, attorneys, agents, and employees from all
liabilities and charges, expenses (including attorney
fees), suits or losses however occurring, or damages
arising or growing out of the use or receipt of the
funds paid under this Agreement or any operations
under this Agreement. Payments from the City to
Organization under this Agreement are made with the
understanding that City is not involved in the
performance of services or other activities of
Organization. Organization and its employees and
agents are independent contractors and are not
employees or agents of City in performing said
services.
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2008-415
AGREEMENT RE: THE CITY OF SAN BERNARDINO AND THE SAN
BERNARDINO SYMPHONY ORCHESTRA FOR THE PROMOTION OF
THE ARTS AND CULTURE.
Organization warrants that it has secured all
licenses or other permissions required to perform or
use any works of intellectual property, names, marks,
or trade names that Organization performs or uses in
the performance of this Agreement. This warranty
covers, but is not limited to, works of intellectual
property that are protected by state and federal
statutory and common law copyright, right of
publicity, trademark/unfair competition lawsi or any
other proprietary rights. Organization agrees to
indemnify, hold harmless, and defend City, including
its employees, contractors, and agents, from and
against any claims or lawsuits, including costs,
expenses, and attorney fees, that arise or result
from any allegation of intellectual property
infringement by Organization. The costs, salaries,
and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of City
shall be considered "attorney fees" for purposes of
this section.
6. Termination. City shall have the right to
terminate this Agreement and retain any funds not yet
distributed to Organization at any time and for any
reason by mailing a ten-day written notice to
Organization. This Agreement shall terminate ten
days after the mailing of such notice. In the event
this Agreement is terminated due to Organization's
improper use of funds or use of funds for any purpose
not authorized by this Agreement, any funds
distributed by City to Organization but not yet
expended by Organization shall be returned
immediately by Organization to City. In addition,
Organization shall reimburse City the full amount of
any funds distributed by City to Organization and
expended by Organization which were used for any
purpose not authorized by this Agreement.
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2008-415
AGREEMENT RE: THE CITY OF SAN BERNARDINO AND THE SAN
BERNARDINO SYMPHONY ORCHESTRA FOR THE PROMOTION OF
THE ARTS AND CULTURE.
7. Assignment.
assign its interest in
prior written approval
Organization shall not
this Agreement without the
of City.
8. Insurance. Organization shall take out
and maintain during the life of this Agreement
policies of public liability and property damage
insurance covering any and all claims, damages, or
liabilities arising out of the performance of this
Agreement by Organization or its agents. Each policy
shall designate as named or additional insureds City
and its elective and appointive boards, commissions,
officers, attorneys, agents and employees, and shall
cover claims for personal injury, including death,
and property damage. The policy limits on each
policy shall be at least the following amounts:
(a) Public Liability Insurance - not less than
$1,000,000 per occurrence for injury, including but
not limited to death, to any person.
(b) Property Damage Insurance - not less than
$50,000 per occurrence.
(c) Workers Compensation - in the minimum
coverage amounts required by the California Labor
Code, and including employer's liability insurance
with minimum coverage of $1,000,000 per occurrence.
Each Policy shall provide for a waiver by the insurer
of subrogation against City and its directors,
officers, agents, and employees.
For each policy, Organization shall provide to City a
Certificate of Insurance which shall require the
insurer to provide City with at least 30 days' notice
of any change in or termination of the policy.
9. Obligation. Organization hereby
covenants that it has taken all actions necessary to
make the adherence to the obligations imposed by this
Agreement a binding obligation of Organization.
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2008-415
AGREEMENT RE: THE CITY OF SAN BERNARDINO AND THE SAN
BERNARDINO SYMPHONY ORCHESTRA FOR THE PROMOTION OF
THE ARTS AND CULTURE.
10. Notices. All notices herein required shall
be in writing and delivered in person or sent by
certified mail, postage prepaid addressed as follows:
As to City:
As to Organization:
City Manager's Office
City of San Bernardino
Mary Schnepp, President
San Bernardino Symphony
Orchestra
1811 N. D Street
San Bernardino, CA. 92405
300 North "D" Street
San Bernardino, CA. 92418
11. Entire Agreement. This Agreement and any
other documents or instruments attached hereto or
referred to herein integrate all terms and conditions
mentioned herein or incidental hereto, and supersede
all negotiations and prior writings in respect to the
subject matter hereof. In the event of conflict
between the terms, conditions, or provisions of this
Agreement and any such document or instrument, the
terms and conditions of this Agreement shall prevail.
12. Non-Discrimination. Organization agrees
that for the term of this Agreement it shall not
discriminate in employment, recruitment, hiring,
admission practices, or advertising or in any other
manner on the basis of race, color, creed, religion,
national origin, sex, marital status, disability,
age, or any other protected classification under
federal, state, or City laws.
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2008-415
AGREEMENT RE: THE CITY OF SAN BERNARDINO AND THE SAN
BERNARDINO SYMPHONY ORCHESTRA FOR THE PROMOTION OF
THE ARTS AND CULTURE.
Date:
/(1 {~t
f I
Date: //-/~- O,.C
Appro ed as to Form:
By:
1t~
mes F. Penman,
ity Attorney
Cit
CITY OF
BERNARDINO
SAN BERNARDINO SYMPHONY
ORCHESTRA
~a~rO~~
Ma Se epp
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