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HomeMy WebLinkAboutC-8577-5 - Cultural Arts Grants - FY 18-19 - Film Festivalr GRANT AGREEMENT n BETWEEN THE CITY OF NEWPORT BEACH AND co NEWPORT BEACH FILM FESTIVAL V This Grant Agreement ("Agreement") is entered into this 14TH day of November, 2018 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and Charter City ("City"), and NEWPORT BEACH FILM FESTIVAL, a California nonprofit corporation located at 2000 Quail Street, Newport Beach, CA 92660 ("Grantee"). City and Grantee are at times individually referred to as "Party" and collectively as "Parties" herein. RECITALS A. It is the policy of the City Council that the City's budget specifically allows the City Council to direct revenue towards non-profit agencies, community groups, community events, or enhancement projects with worthy projects or programs which the City Council deems beneficial to the residents' quality of life. B. Grantee requested a grant from the City for Grantee's 2019 multi -program seminar series presented as part of the Newport Beach Film Festival ("Grant Proposal"). C. The City Council determined the Grant Proposal is for a worthy project that will benefit the City's residents' quality of life. D. The City Council approved a grant in the amount of Five Thousand Dollars and 00/100 ($5,000.00) ("Grant Funds') to Grantee pursuant to certain conditions regarding expenditure, reporting, and accounting requirements. E. Inclusive of the Special Events Grant awarded to Grantee on July 25, 2016, which provides for a grant award of One Hundred Fifty Thousand Dollars and 00/100 ($150,000.00) each year for three (3) consecutive years, the total grant amount that has been awarded by City to Grantee for Fiscal Year 2018/2019 is One Hundred Fifty Five Thousand Dollars and 00/100 ($155,000.00). NOW, THEREFORE, the Parties agree as follows: 1. GRANT 1.1. City awards to Grantee Grant Funds in the amount of Five Thousand Dollars and 00/100 ($5,000.00) as requested by Grantee in the Grant Proposal attached hereto as Exhibit A and incorporated herein by reference, or such other amount as authorized by the City Council. 1.2. Grant Funds shall be disbursed by City to Grantee as follows (select one): ® At the time of execution of this Agreement. NEWPORT BEACH FILM FESTIVAL Page 1 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until October 2, 2019, unless terminated earlier as provided herein. 3. RESTRICTIONS ON USE OF FUNDS 3.1. The Grant Funds are subject to the following expenditure conditions ("Approved Uses"): 3.1.1. The Grant Funds shall be expended solely for the purposes provided in Exhibit A; 3.1.2. The Grant Funds shall not be used for any activity that would violate City, state or federal statutory or decisional law such as regulations affecting non-profit or tax exempt organizations exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code; and 3.2. Grantee further warrants to City that the Grant Funds will be spent solely for the Approved Uses and the Grant Funds shall be used by Grantee during this Agreement's term otherwise the Grant Funds shall be returned to City, as provided in Section 5 below. 4. REPORTING AND ACCOUNTING REQUIREMENTS 4.1. At all times during the term of this Agreement, Grantee shall maintain true, proper, and complete books, records, and accounts (collectively, "Books and Records") in which shall be entered fully and accurately all transactions taken with respect to the operations of Grantee under the Grant Proposal and the expenditure of the Grant Funds. Grantee shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles. 4.2. If the Grantee has been audited by an independent auditor or has been the subject of a compliance audit/examination by a grantee or regulatory agency during the past three years, audit reports and management letters indicating compliance violations, fraud, illegal acts, material weaknesses in internal control structure or reportable conditions, in connection with such audits shall be delivered to the City thirty (30) days prior to the effective date of this agreement. If no audits or events as described above have occurred during this period, the Grantee shall provide City a written assertion that no audits or similar examinations have occurred during the three (3) year period and an assertion that the Grantee is not aware of any events or conditions, described above, or other information that might reasonable impact City's decision to fund the grant as requested. 4.3. City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee's accounting procedures and internal controls of Grantee's financial systems as they relate to the Grant Proposal and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this NEWPORT BEACH FILM FESTIVAL Page 2 Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s). 4.4. This right to audit shall extend during the length of this Agreement and for a period of three (3) years or longer, if required by law, following the date of any Grant Funds tendered under this Agreement. Grantee agrees to retain all necessary records/documentation for the entire length of this audit period. 4.5. Grantee shall, upon conclusion of the event, furnish the City with a Balance Sheet and Income Statement describing the receipt and disbursement activities of Grantee with respect to the Grant Funds. In its sole and absolute discretion, the City may also require Grantee to submit: (i) quarterly check registers and descriptions of each disbursement; (ii) budget -to -actual -results; and (iii) a statement of position describing the assets and liabilities associated with the Grant event. All reports, including a post -event evaluation, shall be due to the City no later than forty-five (45) days following the conclusion of the event. In the event that an independent audit is conducted, Grantee shall forward a copy of the audited report to the City for review, including any Management Letter, Report on Internal Controls, or Reportable Conditions letter generated during the course of the audit. 4.6. Grantee agrees to exercise prudent financial management processes including proper oversight of all assets, budget preparation, and timely reporting including budget - to -actual -comparisons. 4.7. All Approved Uses shall be performed by Grantee or under Grantee's supervision. Grantee represents that it possesses the professional and technical skills required to perform the services required by this Agreement, and that it will perform all services with a standard of care and in a manner commensurate with the community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. 4.8. If Grantee has supported Political Action Committees(s) (PACs) during the past three (3) years, the Grantee shall hire an independent auditor to perform limited, agreed- upon testwork procedures to provide City assurance that City sponsored event profits did not subsidize the funding of Political Action Committees (PACs) and event proceeds were adequately segregated from funds used to support PACs. Agreed upon procedures may include a review of a detail list of the past three (3) years of PAC contributions and expenditures, including: a. An identifying donor number, date and amount of each reported contribution; and b. A detail of expenditures sufficient enough to determine that the expenditures were solely for PAC -related expenses; and c. Any retained earnings or fund balance at the end of each fiscal year. NEWPORT BEACH FILM FESTIVAL Page 3 Substantive documentation for the contribution and expenditure should be available upon request. City shall approve the agreed-upon testwork procedures prior to the commencement of fieldwork. 5. USE OF GRANT FUNDS 5.1. The Grant Funds shall be used solely by Grantee for the Approved Uses and for no other use. In the event that the Grant Funds are not used for the Approved Uses or are not expended by or before September 26, 2019, Grantee shall notify the City in writing, and shall be obligated to return the Grant Funds to City within thirty (30) days. 5.2. The City's grant contribution shall only be used for non -secular purposes. Grantees shall not use the City's grant contribution, or any portion thereof, for any purpose that violates local, state, or federal law, including, but not limited to, the Establishment Clause. 6. INDEMNIFICATION 6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or omissions of Grantee, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 6.2. Notwithstanding the foregoing, nothing herein shall be construed to require Grantee to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Grantee. 7. GRANTEE INDEPENDENCE In the performance of this Agreement, the Grantee, and the agents and employees of Grantee, shall act in an independent capacity and are not officers, employees or agents of the City. The manner and means of performing the Approved Uses are under the control of Grantee, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Grantee or any of Grantee's employees or agents, to be the agents or employees of City. Grantee shall have the responsibility for and control over the means of performing the Approved Uses, provided that Grantee is in compliance with the terms NEWPORT BEACH FILM FESTIVAL Page 4 of this Agreement. Anything in this Agreement that may appear to give City the right to direct Grantee as to the details of the performance or to exercise a measure of control over Grantee shall mean only that Grantee shall follow the desires of City with respect to the results of the Approved Uses. 8. PROHIBITION AGAINST TRANSFERS Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of the services to be performed under this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without written consent of City shall be null and void. 9. NOTICES 9.1. All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, first class mail, addressed as hereinafter provided. 9.2. All notices, demands, requests or approvals from Grantee to City shall be addressed to the City at: Attn: Library Services Director City of Newport Beach Library Services Department 1000 Avocado Avenue P.O. Box 1768 Newport Beach, CA 92658-8915 9.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Karen Adams NEWPORT BEACH FILM FESTIVAL 2000 Quail Street Newport Beach, CA 92660 10.TERMINATION 10.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses to perform any duty required by the Agreement or performs in a manner inconsistent with the terms, conditions and restrictions in this Agreement. In such event, City shall give Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall be entitled to terminate this Agreement if Grantee has not cured the default within the thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement if the default cannot be cured through corrective action. If terminated for cause, Grant Funds shall be returned to the City pursuant to Section 5. This Agreement is made on an annual basis, and as such is subject to non -renewal at its termination. NEWPORT BEACH FILM FESTIVAL Page 5 10.2. Termination without Cause. City may terminate this Agreement at any time with or without cause upon seven (7) days written notice to Grantee, any remaining Grant Funds in Grantee's possession at the time of termination shall be returned to City pursuant to Section 5. 10.3. Specific Performance. Grantee agrees that the City has the legal right, and all necessary conditions have been satisfied, to specifically enforce Grantee's obligations pursuant to this Agreement. 11. STANDARD PROVISIONS 11.1. Recitals. City and Grantee acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 11.2. Compliance With all Laws. Grantee shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 11.3. Waiver. A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 11.4. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 11.5. Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Grant Proposal or any other attachments attached hereto, the terms of this Agreement shall govern. 11.6. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 11.7. Amendments. This Agreement may be modified or amended only by a written document executed by both Grantee and City and approved as to form by the City Attorney. 11.8. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11.9. Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. NEWPORT BEACH FILM FESTIVAL Page 6 11.10. Equal Opportunity Employment. Grantee represents that it is an equal opportunity employer and it shall not discriminate against any contractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age or any other impermissible basis under law. 11.11. No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 11.12. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] NEWPORT BEACH FILM FESTIVAL Page 7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1V)% R By: ld A. LAe ' Po('Aaron C. Harp n�o4�g City Attorney ATTEST: Date: . By: daJ Leilani I. Brown City Clerk Attachment: Exhibit A: Grant Proposal CITY OF NEWPORT BEACH, A California municipacorporation Date: 1 � -I k-1 By: Gr c K. Leung C' Manager GRANTEE: NEWPORT BEACH FILM FESTIVAL, a California nonprofit corporation Date: By' . &mcfg S hwenk Chief Executive Officer Date: a /� j/ IJ ice Arrington ecretary [END OF SIGNATURES] NEWPORT BEACH FILM FESTIVAL Page 8 Exhibit A Grant Funds shall be expended solely for its multi -program series (Seminar Series). No Grant Funds may be used to fund any political activities. NEWPORT BEACH FILM FESTIVAL Page A-1 NEWPORT BEACH CITY ARTS COMMISSION 2018-19 CULTURAL ARTS GRANT APPLICATION (Applications must be typed or word -processed- you may reformat on the computer as long as it appears the same: i.e. use Times New Roman 12 point and the same pagination.) Beach Film Festival Name Legal Name (if different) 2000 Quail Street Mailing Address 33-0886863 Federal Tax ID No. Newport Beach 92660 City 'Lip Karen Adams Contact Name 949-253-2880 x235 Telephone 949-253-2880 Karen.Adams@NewportBeachFilmFest.com www.newportbeachfilmfest.com FAX E-mail Web Site Beach and iical Area Southern California Have you received a City of Newport Beach Cultural Arts Grant before? Yes If so, when? 2001-2018 Year organization was founded 1999 Number of paid staff 8 # of active volunteers 550 (seasonal) Total amount requested: (from request line of project budget) $ $27,500 Estimated number of people in Newport Beach that the proposed project(s) will serve: 950-1500 CULTURAL ARTS GRANT APPLICATION 1. Briefly describe below your organization's purpose, mission, and goals. The Newport Beach Film Festival will showcase a diverse selection of over 300 independent and studio films from around the globe including feature-length narrative, documentary, animated, and industry seminars, and the following programs. Actions Sports Film Series, Art, Architecture + Design Film series, Environmental film series, Music Film Series, Family Film series, Youth Film filmmaking with its awards programs such as Audience, Honors, and Jury. The Festival seeks to foster an interest in the study and appreciation of film and emboldens people of all ages and backgrounds to participate. The Festival integrates the local community, including educational institutions, arts organizations, governments, businesses, and other non-profit organizations into all aspects of our event. The festival provides volunteer and intemship opportunities to members of the community year round. The Newport Beach Film Festival's goal is to provide cultural enrichment, family entertainment, and education to the residents of Newport Beach and surrounding areas through the medium of cinema. The Newport Beach Film Festival supports the creation and advancement of innovative and artistic works of filmmakers from aroundthe globe and proudly embraces the passion, independent spirit and vision of these emerging talented artists.The Festival brings a dynamic international film program, distinguished industry professionals and enriching educational and cultural opportunities to our community 2. Identify and describe why there is a need in the Newport Beach Community for your proposed project/program. Include a quantitative description of the need and on what you based your findings (i.e. "Based on a study done by the PTA, there are one hundred children in the 4th -6th grades at Newport Elementary who have had no training with musical instruments.") Describe how you have determined that your organization is the best organization for the proposed project/program. The 2018 Newport Beach Film Festival Seminar Series attracted large numbers of interested attendees. The public enjoyed the unique perspective and insights that our panelists bought to the event. The diverse nature of our speakers and the broad spectrum of disciplines represented allowed for wonderful and thought-provoking discussions and informative Q&As. The diversified subjects of the Filmmaking Seminar series offered attendees a forum of information, ideas, cultural exchange and a rare opportunity to network and participate with film industry professionals. The Festival received strong positive feedback from attendees and panelists. The program adds a welcome dose of creative energy, wisdom, and talent to the community and nurtures the passions and imaginations of attendees interest in film and the arts. Attendees have been inspired to pursue activities and careers in entertainment and attend to participate in the cultural events the community directly from participation at the Seminar and Special Screenings. The filmmakers involved in the panels expressed extreme gratitude for the welcome platform to discuss their films in depth with a receptive and passionate audience. We look forward to the 2019 Seminar Program. The nature of the Festival with its focus on film as an art form has successfully proved that ours is the best organization for this program and for the residents of Newport Beach. The festival is uniquely qualified to recruit, promote and structure a Seminar and Special Screening series that is accessible, professional and engaging to the community due to the exclusive partnerships with industry organizations Describe the specific project/program that will be funded by a cultural grant. Include how the proposed project/program will be implemented and outline a schedule or project timeline, with planned dates and locations. Identify individuals and groups involved, particularly artists and performers, and describe their roles and responsibilities. Describe the background and qualifications of your organization and key personnel to be involved in the program. Remember: the City funds only projects and programs- not operating expenses. These projects and programs must promote community involvement and awareness of the arts in Newport Beach. Is this a new_ or existing x project/program? We are planning a multi -program series covering several days of the Festival similar to the 2018 Seminar Series. This will be held starting the first weekend of the Festival and concluding by the Wednesday of the Festival, at key locations in Newport Beach and surrounding area Past seminar topics have included directing, screenwriting, production design, cinematography, film music composition, animation, documentary filmmaking, editing, virtual reality, and special effects. Artists of past seminars include: Tom Cross (Whiplash), Clea Duvall (Argo, American Horror Story), Marco Beltrami (World War Z), Jared Harris (Sherlock Holmes, Mad Men), Joe Walker (12 Years a Slave), Linda Woolverton (Beauty and the Beast), John Lee Hancock (Saving Mr. Banks), Evan Daugherty (Divergent), Matthew Libatique (Black Swan), William Goldenberg (Argo), Mark Isham (Once Upon a Time: Television) Lalo Schifrin (Mission Impossible), Richard Bare (Green Acres, Twilight Zone), Richard Sherman (Mary Poppins), Frank Marshall (Raiders of the Lost Ark, The Sixth Sense), Patricia Riggen (Gid in Progress), Rachael Leigh Cook (She's All That), Aaron Sorkin (Social Network) Elmer Bernstein (To Kill a Mockingbird) The Film Festival personnel, with deep-rooted industry contacts, extensive experience in event production, outreach and marketing are the key to the participation of such panelists and the execution of the event The seminar topics and panelists will change annually, as it is our wish to expand and develop this program to meet the needs of the community. Key Seminar Series personnel include: Gregg Schwenk - CEO Executive Director, NBFF Lohanne Cook - Director of Special Projects/ Event Producer Rand Collins - Special Projects/Event Producer Leslie Feibleman - Director of Special Programs & Community Cinema, NBFF Advisor 4, Define or describe the segment of the population in Newport Beach that you intend to serve by your project/program. Include such things as age, location, numbers served, etc. The Festival Seminar series attracts a wide variety of people with a strong representation of students, seniors, film experts, avid fans and novice filmmakers, seasoned filmmakers, and media. Ages span from 12 to 75. The Seminar Program and Special Screenings intend to serve approximately 1,100+ people. In 2019, the Festival plans to continue to expand more outreach to recent graduates, colleges and high school students. This was very sucessful in 201 S. As 2019 will be the 20th anniversary of the Newport Beach Film Festival we are planning to expand several of our events and activities - including the highly popular Seminar Series 5. Complete the project budget form. Address only the budget for the specific project, not your annual operating budget. For multi -project proposals, please duplicate and fill out a budget for each project. Please annotate the budget at the bottom if there are details (such as a breakdown of personnel or a marketing budget) critical to the proposal. PROJECT BUDGET Funding from the Funding from City of Newport Beach Other Sources EXPENSES -Personnel Artistic 2000 4500 Administrative 2000 4500 Technical Production 1501) 3000 F.XPT.\ SRS-nneratinv Facility Expense/Space Rental 0 0 Marketing 6000 14000 Production/Exhibition Expense 2000 2500 Touring/Presentation Expense 0 0 Educational Materials 2500 1500 Transportation 2600 6000 and hotel Equipment 1000 2500 Other (if greater than 10%, annotate below GRAND TOTAL 616,500 $38,500 6. Describe the expected quantifiable outcomes of your project/program and how you will evaluate the results. Be very specific in addressing the ways that you will determine that your project/program met the needs that you identified and accomplishes the goals you set out to achieve (i.e. you provide 50 hours of musical instruction and instruments to the 100 children at Newport Elementary school as measured by music store rental receipts and logs of instructors.) We received immediate feedback from attending filmmakers, presenters, and member of the press, indicating very positive results and gratitude. The filmmakers that participated gave positive and assuring feedback, saying that being a part of our panel was a highlight of their Festival experience. Information discussed on the collaborative art of filmmaking was outstanding and thought-provoking, and enjoyed giving back to an eager community. Guests had all questions answered at the end of each program. We evaluate the program based on the extensive feedback from our staff members, industry experts, attendees, and volunteers. The Newport Beach Film Festival presentation of a multiple day Seminar Series continues to be a highly valuable and unique service to the residents of Newport Beach. 7. Attachments Requested Please do not send material in excess of what is requested; it ivill not he seen bt, the City Arts Commission. • A list of Board Members and their affiliations • A recent list of individuals, corporations and foundations that provide organizational support- not to exceed one page. • If you are a 501(c) (3) organization attach a copy of your IRS determination letter (or your fiscal agent's) indicating tax exempt status. • One brochure and/or one press clipping. Do not send photos, videos, CDs or any other extraneous material. It will not be presented to the City Arts Commission. 8. Please complete this operating budget form for 2018119 and 2019/20. This is not the project/program budget for which you are applying, but your overall organizational budget. You may annotate at the bottom if there are details critical to the proposal. OPERATING BUDGET 2018/19 Budget (current) 2019/20 Budget (projected) I. Income cash only) Contributed 480,000 495,000 Earned 275,000 295,000 Total Income 755,000 790,000 H. Expenses 10,000 0 Program 255,000 290,000 General and Administrative 250,000 250,000 Marketing and Development 240,000 250,000 Total Expenses 745,000 790,000 III. Operating Surplus/Deficit (Income minus Expenses) 10,000 0 IV. Fund Balance at 1,800,000 1,800,000 Beginning of Year 3,000 5,000 V. Accumulated Surplus (Deficit) Add lines III and IV) 13,000 5,000 VI. In -Kind Contributions (attach schedule if greater than 1,800,000 1,800,000 10% of total income) 9. I verify that the information submitted in this application is true and correct to the best of my knowledge. Name Lohanne Cook Title Director of Special Projects i Signature , Date 9-20-2018