SUBAWARD AGREEMENT
BETWEEN
CITY OF FULLERTON
AND
MUSEUM OF TEACHING AND LEARNING
This is a Subaward agreement under a State grant between the City of Fullerton, a municipa corporation ("City"), and MUSEUM OF TEACHING AND LEARNING ("Sub-grantee"), a non-profi corporation located at 1111 E. COMMONWEALTH, UNIT C, FULLERTON, CA, 92831.
The total project budget under this Sub-grant agreement includes $500,000 (five-hundred thousand dollars) (Sub-grant amount) in State assistance cash. The total project cost of this Subaward will not exceed $500,000 (five-hundred thousand dollars) without prior written authorization from City and approval by the California Arts Council ("CAC"). Any costs over the Sub-grant amount will be at the expense of the Sub-grantee.
A. PURPOSE OF THE SUB-GRANT
The purpose, goals and objectives of this award ("Sub-grant") to the Sub-grantee is to fund the Museum of Teaching and Learning - Mobile Museum project, as more specifically described in Attachment 1 ("Project).
2 This Sub-grant is issued to the Sub-grantee on the expressed condition that project activities and funds will be carried-out and administered in accordance with the terms and conditions as hereby set forth in this agreement and all its attachments. All attachments and appendices are incorporated herein and made a part of this Sub-grant Agreement.
B. PERIOD OF SUB-GRANT AGREEMENT
1 This sub grant Agreement becomes effective on the date of signing ("Commencement Date") and shall apply to commitments made by the Sub-grantee in furtherance of program objectives during the period commencing on the Commencement Date and terminating no later than the completion date of June 30, 2023.
2 All expenditures made with funds provided under this Sub-grant shall be for allowable program expenditures incurred during the period of this sub-grant.
C. ORIGINATING SOURCE OF FUNDING
1 The originating source of these State assistance grant funds to the City is the California Arts Council.
The originating grant period is from date of execution to June 30, 2023.
D. AMOUNT OF SUB-GRANT AND PAYMENT
1 City, acting in the capacity of a pass-through entity under this Sub-grant agreement, will pay Sub-grantee a total of $500,000 (five-hundred thousand dollars) for the successful completion of the Project, minus costs incurred by the City for staff time, expenses, and/or materials directly attributable to administrative and project oversight.
2 It is anticipated that the amount obligated will be sufficient to cover project activities through the completion date. City shall not be liable for reimbursing the Sub-grantee for any costs in excess of the amount obligated or in excess of what is specifically and explicitly agreed to in this Sub- grant agreement.
3 Payment will be made to Sub-grantee as follows:
a. Within 30 days of City's actual receipt of funding from the California Arts Council, City will disburse 25% of the funding actually received to Sub-grantee upfront for initial funding of the Project.
b. The following remaining funds shall be disbursed on a reimbursement basis.
Reimbursements will be provided upon the timely receipt and acceptance of reports (see "Reporting", Section G in a format approved by the City. Funds will be made available within 10 working days of receipt of the financial reports in accordance with the reporting provisions in Section G. No funds will be released until required program and monitoring reports are received and accepted.
4 City reserves the right to withhold cash payment for any of the following:
a. Sub-grantee failure to make satisfactory progress towards the goals and objectives set forth in Attachment 1.
b. Sub-grantee default of or otherwise inability to adhere to the conditions or provisions of this agreement.
2 c. Sub-grantee inability to submit reliable and/or timely reports or other deliverables as described in this agreement.
d. Staff time, expenses, and/or materials incurred by the City directly attributable to administrative and Project oversight of the Project and compliance with the terms of this agreement.
5 Additional funds up to the total amount of the grant, shown in Section D (1) above, may be obligated by City upon the request of the Sub-grantee, subject to the availability of funds, satisfactory progress of the project and continued relevance to the City program. City will provide written notice to the Sub-grantee if additional funds have been obligated. 7 All payments to Sub-grantee will be made by check payable to "MUSEUM OF TEACHING AND LEARNING" and sent by First Class mail, to the address listed in Section L. 8 Funds must be expended and all invoices received by May 15, 2023.
E. VENUE
The City will have administrative and Project oversight over the implementation of and compliance with the terms of this agreement.
F. SUB-GRANT MODIFICATIONS
Any modifications to the Project or project budget require written approval from City and the California Arts Council prior to commencement of any work.
Sub-grantee shall expend grant funds in the manner described in the project budget approved by the City and the State attached hereto as Attachment 2. The total dollars of a category in the project budget may be increased by up to ten percent (10%) through a reallocation of funds from another category, without approval by the State. However, the Grantee shall notify the State in writing when any such reallocation is made and shall identify both the items) being increased and those being decreased.
Any cumulative increase or decrease of more than ten percent (10%) from the original budget in the amount of a category must be approved by the State. In any event, the total amount of the grant funds may not be increased, nor may any adjustments exceed the limits for management costs as described in the Application Guidelines.
G. REPORTING
Financial Reporting
3 1 For a period of three years following the final disbursement of funds to Sub-grantee, Sub-grantee shall maintain adequate records that clearly support the charges and expenditures incurred under this project. If requested by City, Sub-grantee may be required to send the supporting documentation to support claims made on the Financial Report. The City may, at its discretion, request modification of any invoice or report when unallowable expenditures are incurred or charged to the Sub-grant, amend the schedule for reporting requirements, and/or require additional supporting documentation from the Sub-grantee as necessary. 2 Sub-grantee shall prepare financial reports on a monthly basis throughout the project period 3 Financial reports shall include at a minimum the following information:
a. Expense detail for period (for cost reimbursement arrangements, this amount must equal the payment claim amount);
b. An accounting of year-to-date expenses, indicating cumulative actuals versus budget; c. Grant balance remaining as of reporting period;
d. Cost Share or Matching progress report for period, if applicable; e. Supporting documentation, upon request.
All final financial reports under this Sub-grant must be provided to City no later than July 31, 2023.
Programmatic Reporting
Sub-grantee shall prepare written programmatic reports on a monthly basis throughout the project period.
6 Programmatic reports should include the following information:
a. Major activities, program highlights, and accomplishments during this period; b. Challenges faced and issues encountered, including any deviations or departures from the original project plan;
c. Corrective action planned to resolve implementation problems and the effect of these problems on the remaining schedule for achieving the project goals; d. Significant findings and events;
4 e. Planned activities for the following quarter;
f. Administrative and logistical changes or constraints. 7 A final programmatic report under this Sub-grant must be provided to City no later than July 31, All required reports should be submitted to the City Manager, or his/her designee. 9 The City may, at its discretion, require other programmatic reports from Sub-grantee. 10 To the extent permissible under the terms of the grant provided by the California Council of Arts.
H. MONITORING, EVALUATION AND SANCTIONS
1 As a condition of the receipt of this award, the City may conduct monitoring to ensure Sub- grantee capacity to effectively manage the project and administer the award funds, as well as to ensure compliance with federal regulations and all provisions of this agreement and to verify that the Sub-grantee has in place effective internal controls to achieve these goals. 2 Monitoring will include an assessment of the performance of the Sub-grantee against the goals and performance standards as required herein. Substandard performance as determined by the grantor will constitute non-compliance with this Agreement. 3 As a part of its ongoing monitoring process, City will evaluate Sub-grantee progress and project goal attainment based on monthly reports prepared by Sub-grantee and submitted to City, as well as through regular meetings and/or ongoing discussions with Sub-grantee project staff 4 In addition, City reserves the right to request and conduct an onsite visit as part of its monitoring plan. In the event an onsite visit is requested, the City will inform the Sub-grantee in writing, at least 24 hours prior to the visit of the date of the visit, the purpose of the visit, the identity of the person conducting the visit, and the areas or files to be reviewed. 5 Sub-grantee shall adhere to any monitoring and evaluation plans developed and specifically required by the City as a result of any and all monitoring activities. Sub-grantee shall fully cooperate with City regarding City's compliance with all reporting or documentation which may be imposed and required by the CAC.
5 City reserves the right to require additional monitoring and evaluation measures to ensure that the Sub-grantee fulfills the identified project goals and objectives and/or addresses any findings revealed during monitoring.
7 City reserves the right to terminate this Sub-grant Agreement if Sub-grantee is unwilling or unable to achieve and/or complete any portion of or all project goals or expend funds in the manner described in Attachment 1, or if the Sub-grantee refuses to cooperate with City monitoring requests.
8 If action to correct substandard performance revealed during monitoring is not taken by the Sub- grantee within a reasonable period of time after being notified by the City, Sub-grant suspension or termination measures may be initiated.
9 The City reserves the right to request reimbursement of any funds spent on the Project, even funds deemed eligible costs, if the project is not completed in accordance with this Agreement.
1. TERMINATION
1 In the event that the original source of the grant funds, the California Council of Arts, cancels its grant agreement with the City, the City reserves the right to terminate this Agreement. There are no vested rights or entitlements to funding that Sub Grantee can or should rely upon, and once a notice of termination is provided, only authorized and eligible work prior to that notification of termination will be paid by the City.
2 Prior to the completion of project, either party may terminate this agreement by providing the other party with thirty (30) days' written notice of such termination. The City may also terminate this Agreement for any reason at any time if it learns of or otherwise discovers that there is a violation of any state or federal law or policy by Sub-Grantee which affects performance of this or any other grant agreement or contract entered into with the City. 3 If the City terminates without cause the agreement prior to the end of June 30, 2023, the Sub- Grantee shall take all reasonable measures to prevent further costs to the State under this agreement. The City shall be responsible for any reasonable and non-cancelable obligations incurred by the Sub-Grantee in the performance of the agreement prior to the date of the notice to terminate.
4 If the Sub-Grantee fails to complete the project in accordance with this agreement or fails to fulfill any other obligations of this agreement prior to the termination date, the Sub-Grantee shall be liable for immediate repayment to the City of all amounts disbursed by the City under this agreement, plus accrued interest and any further costs related to the project. The City may, at its sole discretion, consider extenuating circumstances and not require repayment for work partially completed provided that the City determines it is in the City's best interest to do so. 6 This paragraph shall not be deemed to limit any other remedies available to the State for breach of this agreement.
5 Failure by the Sub-Grantee to comply with the terms of this agreement may be cause for suspension of all obligations of the City hereunder.
6 Failure of the Sub-Grantee to comply with the terms of this agreement shall not be cause for suspending all obligations of the City hereunder if, in the judgment of the City, such failure was due to no fault of the Sub-Grantee. At the discretion of the City, any amount required to settle at minimum cost any irrevocable obligations properly incurred shall be eligible for reimbursement under this agreement.
7 Because the benefit to be derived by the City, from the full compliance by the Sub-Grantee with the terms of this agreement, is for the people of the State of California, and because such benefit exceeds to an immeasurable and unascertainable extent the amount of money furnished by the City by way of grant funds under the provisions of this agreement, the Sub-Grantee agrees that payment by the Sub-Grantee to the City of an amount equal to the amount of the grant funds disbursed under this agreement by the City would be inadequate compensation to the City for any breach by the Sub-Grantee of this agreement. The Sub-Grantee further agrees therefore, that the appropriate remedy in the event of a breach by the Sub-Grantee of this agreement shall be the specific performance of this agreement, unless otherwise agreed to by the City. 8 Use of Facilities
a. The real property (including any portion of it or any interest in it) acquired or used in relation to the Project may not be sold or transferred without the written approval of the City and the State of California, acting through the CAC or its successor, provided that such approval shall not be unreasonably withheld as long as the purposes for which the grant was awarded are maintained.
b. Sub-grantee shall use the property for the purposes for which the grant was made and shall make no other use or sale or other disposition of the property. This agreement shall not prevent the transfer of the property from the Subgrantee to a Public Agency, if the successor public agency assumes the obligations imposed by this agreement. c. If the use of the property is changed to a use that is not permitted by the agreement, or if the property is sold or otherwise disposed of, at the State's sole discretion, an amount equal to (1) the amount of the Grant (2) the Fair Market Value of the real property, or (3) the proceeds from the sale or other disposition, whichever is greater, may be reimbursed to the State. If the property sold or otherwise disposed of is less than the entire interest in the property funded in the Grant, an amount equal to either the proceeds from the sale or other disposition of the interest or the Fair Market Value of the interest sold or otherwise disposed of, whichever is greater, shall be reimbursed to the State.
7 d. The Grantee shall not use or allow the use of any portion of the real property for mitigation without the written permission of the City and the State. e. The Grantee shall not use or allow the use of any portion of the real property as security for any debt.
I. SUB-AWARDS
1 No funds or other support provided hereunder to Sub-grantee may be subsequently passed on to any other entity in the form of a Sub-grant or contract without prior written approval from the City.
2 Under the terms of this agreement with City, the Sub-grantee has no direct relationship with the State agency identified above in Section C (1) regarding any matter related to this project or agreement. Sub-grantee must direct all notices, requests, and other communication relating to this Sub-grant agreement to the City at the address specified herein.
DOMICILE
1 The City provides the following addresses as the primary point of contact in respect to any notice which may arise out of or in connection with this Sub-grant:
Name and Title: Anissa Livas, Acting Senior Administrative Analyst Organization: City of Fullerton
Street Name and Number: 303 W. Commonwealth Ave.
City, State and Zip: Fullerton, CA 92832
Country: USA
Telephone Number: 714-738-6317
Fax Number: N/A
Email Address: [email protected]
2 The Sub-grantee provides the following as the primary point of contact in respect to any notice that may arise out of or in connection with this Sub-grant:
8 Name and Title: Dr. Greta Nagel, Founding President and CEO Organization: Museum of Teaching and Learning
Street Name and Number: 1111 E. Commonwealth Ave., Unit C City, State and Zip: Fullerton, CA 92831
Country: USA
Telephone Number: 714-814-4221
Facsimile Number:
Email Address [email protected]
K. REPRESENTATIONS AND WARRANTIES
The Grantee and the Sub-Grantee shall be independent contractors and nothing herein shall be construed or implied to mean the establishment or existence of a partnership or joint venture between the parties, nor shall any party herein be construed to be employees, agents, or principals of the other party.
2 By signing this Agreement, all parties certify that the terms of conditions defined in this Agreement are accepted; that the Grantee and the Sub-Grantee are proper business entities permitted to do business; and that the individuals signing are competent parties authorized to enter into this Agreement on behalf of their respective agencies.
3. Sub-Grantee agrees that no officer, employee, agent or assignee of City having direct or indirect control of any monies granted to the City, inclusive of the subject Project funds, shall serve as an officer of Sub-Grantee. Further, any conflict or potential conflict of interest of any officer of Sub-Grantee shall be fully disclosed in writing prior to the execution of this Agreement; or, in the event a conflict or potential conflict of interest arises after execution of this Agreement, Sub- Grantee shall fully disclose the conflict or potential conflict within fifteen (15) days of becoming aware of same, and said writing shall be attached and deemed fully incorporated as a part hereof.
4. Sub-Grantee shall comply with all applicable federal, state and local laws, ordinances, regulations, and permits.
During the performance of this grant, sub-grantee and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or 9 reasonable accommodation. Grantee and subcontractors shall ensure that the evaluation and treatment of all persons, and particularly their employees and applicants for employment are free from such discrimination and harassment. Sub-Grantee and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs, tit. 2, §7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, §12990 (a)-(f), are incorporated into this grant by reference and made a part hereof as if set forth in full (Cal. Code Regs, tit. 2, §7285.0 et seq.). Sub-Grantee shall include this non-discrimination and compliance provisions of this clause in all subcontracts to perform work under the grant.
The Sub-Grantee shall not discriminate against any person on the basis of residence except to the extent that reasonable difference in admission or other fees may be maintained on the basis of residence and pursuant to law.
7 The completed project and all related facilities shall be open to members of the public generally, except as noted under the provisions of this agreement.
L. INDEMNTY AND INSURANCE
1 Sub-Grantee shall waive all claims and recourses against the City, including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this agreement, except claims arising from the gross negligence of City, its officers, agents and employees.
2 Sub-Grantee shall indemnify, hold harmless and defend City, its officers, agents and employees in perpetuity against any and all claims, demands, damages, costs, expenses or liability costs arising out of the project, including development, construction, operation or maintenance of the Project which claims, demands or causes of action arise under Government Code Section 895.2 or otherwise, except for liability arising out of the gross negligence of City, its officers, agents or employees.
3 Sub-Grantee and City agree that in the event of judgment entered against the City and Sub- Grantee because of the gross negligence of the City and Sub-Grantee, their officers, agents or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment.
M. DISPUTES
1 If the Sub-Grantee believes that there is a dispute or grievance between Sub-grantee and the City arising out of or relating to this Agreement, the Sub-Grantee shall first discuss and attempt to resolve the issue informally with the City Finance Director. If the issue cannot be resolved 10 informally with the City Finance Director, the Sub-grantee shall submit, in writing, a grievance report together with any evidence to the City Manager. The grievance report must state the issues in the dispute, the legal authority, or other basis for the Sub-grantees position and the remedy sought. Within ten (10) working days of receipt of the written grievance report from the Grantee, the City Manager shall make a determination on the issues(s) and shall respond in writing to the Sub-grantee indicating the decision and reasons, therefore. Should the Sub- grantee disagree with the City Manager's decision, the Sub-grantee may appeal to the City Council in accordance with the requirements of the City's municipal code governing appeals. 11 Acknowledged and Accepted:
By: By:
Dr. Greta Nagel, Founding President Eric Levitt, City Manager and Chief Executive Officer City of Fullerton
Museum of Teaching and Learning
Date: Date:
Approved as to form:
By:
Richard D. Jones, City Attorney
City of Fullerton
71/22
Date:
ATTACHMENTS
2 Sub-grantee Project Plan
Sub-grantee Approved Project Budget
12 ATTACHMENT 1
APPROVED PROJECT PLAN
The Museum of Teaching and Learning is creating a mobile exhibition which will help parents, families, and caregivers support and stimulate their young children's minds. They will learn how the earliest years of life form a critical window of time for future brain development, with lasting benefits for future learning. The MOTAL exhibition will be based on the latest scientific information on brain development, and it will incorporate current, safe, interactive museum exhibition design and technology.
A 48-foot moving van will be outfitted with about 10 stations that portray the spectacular brain development that occurs in the brains of children from birth to kindergarten. The semi-trailer will be ADA-compliant, and multiple languages will be incorporated into the exhibition. Admission will be free.
Trained docents will be available to guide visitors through pre- and post-visit experiences to reinforce and enhance the in-van learnings.
Topics will include:
• Brain anatomy and the five senses
• Brain development, including socialization and attachment relationships • Potential developmental problems and protections to minimize impacts • Learning, activities, tools and toys, including interactive time and guided engagement Each station will be designed to intrigue, inform, entertain, and stimulate discussions. Strategies will include written information, pictures and drawings, interactive technology, demonstrations, and play.
As guests leave the exhibition, they will set goals for themselves and review vocabulary and concepts through easy-to-use booklets and tokens to take with them. 13 ATTACHMENT 2
APPROVED PROJECT BUDGET
TOTAL $500,000
NON-CONSTRUCTION COSTS $125,000 (max allowed)
$35,000 to MOTAL
Conduct capital campaign
Events - planning, venue, food
Bookkeeping
Marketing - ads online and in newspapers)
Prospectus - Writing, layout, printing, distribution
$90,000 to Exhibition Company (Mad)
Planning $75,000
Images for capital campaign prospectus - $15,000
CONSTRUCTION COSTS $375,000
CEQA - Exempt, so no funds must be designated
CONTINGENCY $50,000 (max allowed)
Startup travel costs
14