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HomeMy WebLinkAbout2020-875-E Arts Commission - Chelsea Theater arts grant DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 ORANGE COUNTY ARTS COMMISSION 1P R A w 6 r r u u r:r r ARTS 2020-21 GRANT AGREEMENT t4MV13510N THIS AGREEMENT, entered into this 2 day of November, 2020, by and between Orange County ("County"), by and through the Orange County Arts Commission ("Arts Commission") and Chelsea Theater("Grant Recipient"). WHEREAS, the Arts Commission is a countywide arts agency that ensures the growth of local arts experiences by providing funding and support for diverse high quality programs and projects. WHEREAS, the Arts Commission administers the Operation Support Grants Program to provide economic support to Orange County non-profit organizations coordinating arts projects benefiting the citizens of Orange County. WHEREAS, the annual Arts Grants Program is supported by Arts Commission with funds allocated by the Orange County Board of County Commissioners. WHEREAS, the Grant Recipient was selected by the Arts Commission to receive the Arts Grant through the procedures duly adopted by the Arts Commission; and WHEREAS, both parties wish to promote and maintain the integrity and clarity of the Grant Recipient's ideas and statements and delineate the Grant Recipient's obligations to the County; NOW, THEREFORE, the County and the Grant Recipient, for the consideration and under the conditions hereinafter set forth, agree as follows: 1. Approved Grant Project. Grant funds are provided under this Agreement for the project ("Project") described in the Grant Recipient's Grant Application, attached hereto and incorporated herein as Exhibit A. 2. Grant Award. Grant funds in an amount not to exceed five thousand dollars ($5,000) have been awarded by the Arts Commission to the Grant Recipient for the approved Project. 3. Responsibilities of the Grant Recipient A. Implementation. The Project implementation shall take place between July 1, 2020 and June 30, 2021. The Project shall be implemented in the manner described in Exhibit A. Time is of the essence in the implementation of the Project. B. Modifications to project. Grant Recipient shall present major changes to the original proposal, including but not limited to changes in design, implementation schedule and increase in Project budget by more than 10%, in writing to the Arts 1 Revised October 2020 DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 Commission for approval. Arts Commission shall approve or disapprove Grant Recipient's request for modifications within seven (7) days of receipt thereof. Consent to project modifications shall not be unreasonably withheld. Arts Commission's decisions shall be in writing. In the event the Arts Commission fails to approve or disapprove the requested modifications within the time stated herein, the modifications shall be deemed approved. C. Non—assignment. The grant cannot be assigned or transferred to a different project or artist without prior written approval of the Arts Commission. D. Records. Grant Recipient must maintain records and other evidence pertaining to costs incurred and revenues acquired during the Project implementation. Grant Recipient shall maintain financial records pertaining to the Project for three (3) years from the date of this Agreement, in case of audit. E. Use of Funds. Grant Recipient shall not use the grant funds to repay outstanding taxes or other debts of any nature. The grants shall be utilized solely for the purpose described in the attached Exhibit A. F. Final Report. Grant Recipient shall submit to the Arts Commission a Final Report on July 12, 2021. Failure to submit the Final Report or late submission of the Final Report, for any reason, shall be grounds for denial and/or cancellation of grant funds for the Project and future grant proposals. 4. Responsibilities of the Arts Commission A. Pam. The Arts Commission shall release the grant funds in the amount of $5,000 to the Grant Recipient. 5. Publicity A. Acknowledgement. Credit must be given to the Orange County Arts Commission using the proper logo(s) and credit line in brochures, news releases, programs, and all other printed and online publications. Copies of such printed materials must accompany the evaluation report. Official Orange County Arts Commission logo may be downloaded at www.artsorange.orW a_r n�tee- resources and may not be altered in any way. When no printed information is used, verbal credit shall be given. In addition, all print and promotional material must include the following credit line and logo: "This program is supported by the Orange County Arts Commission. " B. The Grant Recipient must enter all events, exhibits, and performances open to the public and related to this grant award on the Orange County Arts Commission website at www.artsorange.m/events. In addition, the Grant Recipient must add a link to www.artsorange.org (Orange County Arts Commission logo preferred)to their main webpage. 2 Revised October 2020 DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 6. Indemnity. The Grant Recipient agrees to indemnify and hold harmless the County, the Arts Commission, it's officers and employees from any and all claims or actual injury, damage or loss to a person, or real or personal property that results from or is in any way connected to the use of the grant funds. 7. Independent Contractor. The Grant Recipient is an independent contractor and not an employee, agent or other representative of the County and/or the Arts Commission. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between Grant Recipient and Arts Commission or Orange County Government. Grant Recipient understands and agrees that he/she is not authorized to incur any expenses or any liability whatsoever on behalf of the County or the Arts Commission and has no authority, expressed or implied, to obligate or make representations on behalf of the County or the Arts Commission. In addition, Grant Recipient agrees to maintain his or her own worker's compensation insurance for himself/herself and his or her employees for the duration of the art work's installation. 8. Termination A. In the event of any of the circumstances set forth below (hereinafter referred to as "default"), the Arts Commission may immediately terminate this Agreement: (i) Any fraudulent representation in any verification required to obtain payment under this Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement. (ii) Nonperformance, incomplete service or performance, or failure to satisfactorily perform any part of the Project or to comply with any provision of this Agreement, as determined by the Arts Commission in its sole discretion. (iii) Failure to adhere to the terms of applicable county, state or federal laws, regulations, or stated public policy. B. In the event of default by the Grant Recipient, the Arts Commission has the discretion to elect to terminate this Agreement, in whole or in part and/or require the Grant Recipient to repay the grant funds within seven (7) from written notice of default or allow the grant recipient the opportunity to cure the default. This clause shall not be interpreted to limit the County's or the Arts Commission's remedies in law or in equity. 9. Miscellaneous. A. Entire Agreement. This Agreement and the attachments contain the final and entire understanding of the parties with respect to the subject matter of this Agreement. All modifications and amendments to this Agreement shall be in 3 Revised October 2020 DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 writing. This Agreement shall be binding upon the parties, their heirs, successors and assigns. B. Governing Law. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. Grant Recipient shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg coun nc. og v/departments/purchasing division/contracts.php.). Any violation of this requirement is a breach of this Agreement and Arts Commission may immediately terminate this Agreement without further obligation on the part of the Arts Commission. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement the Grant Recipient certifies that they has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement the Grant Recipient certifies that they has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Grant Recipient affirms they are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. C. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,North Carolina. D. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURE PAGE TO FOLLOW] 4 Revised October 2020 DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 IN WITNESS WHEREOF, the Orange County and the Grant Recipient have signed this Grant Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. F prjWngjgYbehalf of the Grant Recipient `�1M1�11 6SS 11/3/2020 Emily Kass, Executive Director Date Lbb=t- jWgegg:behalf of Orange County Government l�a�M►Mt VS 11/5/2020 Bonnie Hammersley, County Manager Date 5 Revised October 2020 DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Chelsea Theater Party/Vendor Contact Person: Emily Contact Phone: 919-448-1844 Party/Vendor Address: 1129 Weaver Dairy Rd. Suite AB City Chapel Hill State: NC Zip: 27514 Department: Cnty Mngr Amount: 5,000 Purpose:2020 Operations Support Grant Budget Code(s): 37601020-683010 Vendor# 65826(N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑ Contract Type: (Check one)New❑ Renewal❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Department Director's Signature v k A4Date: 82 Agreements for emergency services r repair are n subject to the above affirmation. If services related to this A3EMUB364B4... agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: DocuSigned by: Office of the Risk Management Officer Ffil;fA. f AIAlow Date: ,,„ ,,,, 0 7FDCF9176800498... Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Officer Date: -,1,��3/20 0 0 �M40181ACC1409... Legal Services This agreement is approved as to legal form and sufficiency: DocuSigned by: Office of the County Attorne Date: 020 4035CB8304CMA9... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: 6 Revised October 2020 DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 Orange County Arts Commission Powered by Submittable [� Applicant CHELSEA THEATER 09/25/2020 Organization by Emily Kass Operations Support Grant id. 17674532 Chelsea Theater 1129 Weaver Dairy Road Ste AB Chapel Hill, North Carolina 27514 United States 919-448-1844 emily.kass@thechelseatheater.org Original application 09/25/2020 Organization physical 1129 Weaver Dairy Rd. Suite AB address: Street Organization physical Chapel Hill address: City Organization physical 27514 address: Zip Code Organization's North Carolina County Contact's First and Emily Kass Last Name Contact's Executive Director Relationship to Organization Contact's Phone 9194481844 Number Contact's Email emily.kass@thechelseatheater.org Address Organization www.thechelseatheater.org Website Organization's The mission of the Chelsea Theater is: To promote the appreciation Mission Statement: and understanding of film by presenting a mix of first run, independent, international, documentary, classic, and specialty films and offering special events, educational programs and community outreach DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 How many years 3 have you been in operation? Who do you serve? While the majority of our audience are Orange County residents, many travel from other parts of the Triangle and beyond. Demographically, our audience skews on the older side of fifty, which is typical of arthouse theaters across the country. We estimate that racial composition is approximately 79% Caucasian, 12% Black or African American, 6%Asian, and 3% Hispanic or Latino. This is based on informal surveys that compare audience composition with the diversity of films shown. Gender makeup is approximately 60% female. Programs include collaborations with UNC-Chapel Hill, Duke University, and special events with visiting filmmakers. Many programs feature panel discussions with topics on social, environmental, and cultural themes that draw in a wide range of ages and interests. Currently, how many 2 full-time staff members does your organization employ? Currently, how many -2 part-time staff members does your organization employ? Do you occupy We rent our three screen theater space. Currently under total physical space? renovation, we will reopen around November 1 when construction is complete or when the health department allows us to reopen. the Chelsea is normally open 365 days a year for 2 - 3 daily film showings in each of the three separate theaters. There is a small office area. DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 Describe the impact On the plus side, the COVID-19 forced closure on March 16 inspired of COVID-19 on your us to tackle a greatly needed renovation in a much more organization including comprehensive way than we'd previously imagined possible. That financial loss and said, by having to shut down entirely, we had to lay off eight part - staff/operating time employees responsible for projection, ticketing, and changes: concessions. We maintained the two full time employees: executive director (fundraising, donor relations, finance, etc.), operations manager (equipment maintenance, renovations, facilities), the hourly webmaster and the very part time contract programmer (virtual films). No one could have anticipated the duration of the shut down and while our donors and members were enthusiastic supporters early on, "donor fatigue" set in by mid August and resources are dwindling. Income from the virtual film rentals is important for engagement with our audience, but does not come close to what is needed for operating costs. We were able to get deferred rent (not rent relief) but that has ended. Other expenses continued. A huge unknown is the impact of COVID-19 upon reopening. We anticipate that we will operate at a loss for some time going forward for the following reasons: 1. limits on capacity to as much as 30% - 50%will reduce income; 2. Masking will impact concession sales, which are an important component of our income structure; 3. A big unknown is how much of our audience will be reluctant to return to any theater right away. 4. Reduced audience may impact membership income; 5. More, rather than fewer, staff may be required for visitor services, cleaning, etc. What is your 100000 organization's estimated financial loss to date as a result of COVID-19 (dollar amount): What amount are 5000 you requesting? If granted, how will Funds will be used to pay eight part time employees who will be you use the funds? rehired prior to reopening. Special training will be required onnew procedures for cleaning theaters, lobby, and restrooms between showings; handling refreshments, ticketing, and money; social distancing; guiding people to seats and exiting theater. More rather than fewer employees may be needed for visitor services due to these requirements. Unfortunately, due to limits on seating capacity and masking requirements we expect that we will operate at a loss for some time. Expected limits on capacity to as much as 30% - 50%will limit income. Masking will impact concession sales, which are an important component of our income structure. A big unknown is how much of our audience will be reluctant to return to a theater right away. DocuSign Envelope ID:84B40D2F-A65A-4CE1-9724-E039FC7EF416 Have you received We received a $75,000 EIDL loan to be repaid over 30 years or applied for any beginning in 2021and a $27,000 PPP loan, which will fund 2 FT other emergency salaries from July through late fall 2020 and will thus be forgiven. We funding, either received two grants totaling $5286 from funds raised through the film through the CARES industry; and $1000 from the OCAC Relief funds in June and $1,000 Act, NEA, or any in September . We also applied for PPE equipment funds to a other emergency Town/Chamber of Commerce grant but have not heard the results relief fund? Please yet. explain. Does your Seven months of being closed has taken its toll on cash reserves. organization have With the exception of $20,000 being held for emergency funding, the cash reserves? If so, Chelsea currently has only EIDL and PPP funds, and funds available please explain your for renovations. Please note that we expect the renovations to be decision to use or fully funded by donations. not use these reserves as a result of COVID-related losses. Please upload your organization's most recent Form 990 or most recent year-end financial statement. Chelsea_2019._Form990.pdf How else may we We are ever grateful to the Orange County Art Commission's help you right now? proactive approach. Thank you for raising funds and awareness for artists and arts organizations in our county. When we reopen, we will appreciate your help in spreading the word!