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HomeMy WebLinkAboutC-5608 - Grant Agreement - Council Grant FY12-13BVMA Inc. BALBOA VILLAGE MERCHANTS ASSOCIATION 2013-2014 ANNUAL REPORT The first year of the Balboa Village Merchant's Association was one of many adjustments and achievements. The Corporation was formed and applied for a 501 (c) 6 Federal Status as a not for profit mutual benefit business corporation. The Association is waiting for a determination letter from the IRS. During the period between when funding was received and the end of the fiscal year many successes have been achieved. Balboa Village Merchant Association accomplishments during fiscal year 2013- 2014 follow: *Staged the NOSA Newport to Ensenada race kick off and chalk art festival attended by nearly 900 persons. This event included a "Taste of Balboa" where 12 local restaurants established food booths and entertainment. The event also featured booths and displays from sponsors such as the Ensenada Chamber of Commerce, BMW, and ExplorOcean. Local and Mexican dignitaries attended to promote the race. One Balboa Merchant described the event as the "best event the village has ever put on". * Staged "Christmas at the Beach", a special event that brought approximately 300 people to a tree lighting ceremony and a chorale presentation by the Southern California Children's Choir. Santa Claus also attended, and arrived with Councilman Mike Henn in dogsleds pulled by huskies. Additional entertainment was provided and the 12 foot tall Christmas tree was decorated and lit by Councilman Henn. * In conjunction with Newport Beach and Company, the Association developed a new branding program for the Village identity and for use in preparing new promotional brochures for hotel distribution. New promotional brochures were printed and distribution through Certified Folder has begun. *With much appreciated additional funding from the City, the Association purchased $25,000 worth of holiday and seasonal decoration for creating a better sense of place and destination. * Maintained the www.balboavillage.com website, providing seasonal information and announcements as well as an electronic merchant directory. The Association will finish the Fiscal Year with approximately $5,000 to pass over into the next fiscal year. BVMA Inc. BALBOA VILLAGE MERCHANTS ASSOCIATION 2014-2015 PROJECTED PROJECTS Looking forward to the next fiscal year, BVMA Inc. has the following objectives: *Continue the successful Newport To Ensenada Kickoff Festival in much the same format as the 2014 event. We anticipate better attendance through greater advertising and social media presence. Additional improvements will include a greater number of sponsors and more restaurants in the Taste of Balboa. A wider array of artists for the chalk festival has also been suggested. *Improvements to the "Christmas at the Beach" Tree Lighting ceremony are planned. A larger tree has been suggested and additional entertainment may include a "Snow Day" before the tree lighting ceremony. The "Paint the Town" program will be continued to involve local residents and their children in this annual community activity. Of course, Santa will still be the guest of honor and musical programs will be expanded. Additional involvement will include greater media presence and door-to-door announcement placement for peninsula residents. *Additional asset purchases are planned for decorating the village for the Holiday Season. The light poles on Palm Street will be fitted with outlets and new lighted wreaths and decor. Additional floral items will be purchased for Holiday and Seasonal village installation. *A Senior September event is planned with local retirement homes in mind. Special 30's/40's/50's weekends will be staged with an emphasis on the historic nature of the Pavilion Area. An area historic walking tour will be implemented to support these programs. Local retirement homes will be invited to attend these outing with their residents and will have special village wide discounts for participants. *The website www.balboavillage.com will be improved and additional social media outreach programs will be developed through the partnership with Newport Beach & Company. Additional advertising campaigns will be produced as well as collateral. *Encourage the continuing "Car Show" Sundays put on in the Market Parking lot every Sunday. *Administer the Association using a third party consultant, as well as miscellaneous costs including the annual meeting. The merchants of Balboa Village appreciate the efforts of the City Council and your continued support of their BID. Balboa Village Merchants Association BVMA Inc. Budget Outline July 1, 2014 — June 30, 2015 Funds Available FY End 2014 Funds from City 2014 Additional Funding from the City Sponsorships and Participation Fees Total Available Funds $5,000 $40,000 $ 4,000 $5,000 $54,000 Expenditures Marketing & Advertising $15,000 Maintain memberships with NB CofC/NB CVB Website Maintenance and Content Management Special Event Promotion Special Events $25,000 Christmas at the Beach Newport To Ensenada Kickoff Senior Saturdays Sunday Car Shows Village Beautification $10,000 Holiday Decorating Seasonal Decorating Administration $4,000 Administration Total Planed Expenditures $54,000 2:35 PM BVMA, Inc. 07/07/14 Balance Sheet Accrual Basis As Of June 30, 2014 Page 1 Jun 30, 14 ASSETS Current Assets Checking/Savings 10000 • Union oper 11,647.54 Total Checking/Savings 11,647.54 Other Current Assets 13000 • Decorations 13100 • Holiday Decorations( December) 25,046.04 13200 • Seasonal Decorations 1,824.23 Total 13000 • Decorations 26,870.27 Total Other Current Assets 26,870.27 Total Current Assets 38,517.81 TOTAL ASSETS 38,517.81 LIABILITIES & EQUITY Equity Net Income 38,517.81 Total Equity 38,517.81 TOTAL LIABILITIES & EQUITY 38,517.81 Page 1 2:36 PM BVMA, Inc. 07/07/14 Profit & Loss Accrual Basis July 2013 through June 2014 Ordinary Income/Expense Income 43400 • Direct Public Support 43410 • Municipal Contributions 43450 • Individ, Business Contributions Total 43400 • Direct Public Support 47200 • Program Income 472100 • N2E 472110 • Sponsors 472300 • Public Fees 472150 • Participant Reimb 472140 • Participant Fees Total 472100 • N2E 47200 • Program Income - Other Total 47200 • Program Income Jul '13 -Jun 14 75,000.00 1,001.00 76,001.00 4,242.00 7,318.03 -7,562.00 1,195.00 5,193.03 0.00 5,193.03 Total Income 81,194.03 Expense annual meeting expense 670.01 bank service charges 1.50 65000 • Operations 65060 • Bookkeeping 4,759.25 Total 65000 . Operations 4,759.25 65100 - Program Expenses 65101 • Credit card discounts 32.73 62000 • Advertising 62020 • Brochure 5,006.88 62010 • Online Advertising 200.00 62200 • Print 6,443.00 62300 • Website Expenses 1,260.00 62000 • Advertising - Other 1,247.85 Total 62000 - Advertising 14,157.73 65150 • Donations 500.00 65200 • Special Events Strada Dell Arte 1,600.73 65400 • Christmas at the Beach Coordination 1,570.87 Decorations 4, 798.39 Entertainment 1,415.74 Insurance 190.25 Music 400.00 Permits 970.00 Total 65400 • Christmas at the Beach 9,345.25 65300• N2E Consulting 2,000.00 Decorations 912.92 Entertainment 1,140.00 Operations 6,762.65 Permits, Fees, Ins 353.45 Total 65300 • N2E 11,169.02 Total 65200 • Special Events 22,115.00 Page 1 2:36 PM BVMQ, Inc. 07/07114 Profit & Loss Accrual Basis July 2013 through June 2014 Jul '13 -Jun 14 654000 • Professional Memberships 440.00 Total 65100 • Program Expenses 37,245.46 Total Expense Net Ordinary Income Net Income 42,676.22 38,517.81 38,517.81 Page 2 GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND BVMA INC. C This Grant Agreement ("Agreement") is entered into this 28th day of September, 2013 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and Charter City ("City"), and BVMA INC., a California nonprofit corporation located at 2865 East Coast Highway, Suite 360, Corona del Mar, CA 92625 ("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 allow 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 resident's quality of life. B. Grantee requested a grant from the City to promote and strengthen the shopping district of Balboa Village ("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 Forty Thousand Dollars and 00/100 ($40,000.00) ("Grant Funds") to Grantee pursuant to certain conditions regarding expenditure, reporting, and accounting requirements. NOW, THEREFORE, the Parties agree as follows: 1. GRANT 1.1. City awards to Grantee Grant Funds in the amount of Forty Thousand Dollars and 00/100 ($40,000.00) 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 EJ On or before Click here tc. amter a d ite.. ❑ In four (4) equal installments on the following dates: (a) Click; here, to en ler i� date. (b) Click hc.,l e to en lter r! t:!J:IiP .(C)t'.i7C;k; here, toE.:i rt<,:'�� a date.; and (d)Click here. t, enter <3 date.. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until June 30, 2014, 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 marketing, public relations and event planning and execution 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 6 below. 3.3. The Grantee shall comply with Federal and State laws including but not limited to the operation of a non-profit and the collection and administration of charitable contributions and grant revenues. Grantee agrees to the extent applicable and to the greatest extent possible to follow the California Attorney General's Guide for Charities, as said guide may be updated or amended from time to time. 4. 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. BVMA INC. Page 2 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 Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable. 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 fiscal year, 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 funds. All reports shall be due to the City no later than ninety (90) days following the conclusion of the fiscal year. 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. 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 grant funds did not subsidize the funding of Political Action Committees (PACs) and 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. BVMA INC. Page 3 Substantive documentation for the contribution and expenditure should be available upon request by the City. City shall approve the agreed-upon testwork procedures prior to the commencement of fieldwork. 5. REPORTING REQUIREMENTS 5.1. In accordance with the Standard Practices, the following reports shall be submitted by Grantee to the City within the time frame set forth below. The reports shall include an explanation of any variance between planned and actual achievements and any variance between planned and actual expenditures. The reports shall be subject to review and approval or modification by the City where noted below: 5.1.1. Annual Report on Marketing and Public Relations Activities. In time for presentation to the City Council by the City Council's first meeting in June, Grantee shall annually prepare, and its Board shall adopt, an Annual Report on Marketing and Public Relations Activities describing the marketing, public relations and event planning and execution efforts conducted in the current fiscal year and outlining its marketing, public relations and event planning and execution program and goals for the upcoming fiscal year as the program pertains to the use of City grant funds. 5.1.2. Budget. In time for presentation to the City Council by the City Council's first meeting in June, Grantee shall annually prepare, and its Board shall adopt, an annual budget for the twelve (12) month fiscal year that begins July 1. The budget shall describe the revenues and expenditures required to meet the Annual Marketing and Public Relations Plan obligations as the plan pertains to the use of City grant funds. The City Council shall review the budget and approve and/or modify and approve the budget. 5.1.3. Audited Financial Statements. No later than ninety (90) days after the end of the fiscal year, Grantee shall submit to the City complete financial statements for its most recently ended fiscal year, including any management letter associated with a conducted audit of the financial statements. The fiscal year financial statement shall comply with Section 4.5. No additional future fiscal year grant funds shall be released until the financial statement has been received and approved by the City and a new Grant Agreement has been fully executed. 5.1.4. Expenditure Report. No later than ninety (90) days after the end of the fiscal year, Grantee shall submit an expenditure report which shall be certified by Grantee and a Certified Public Accountant to the effect that the funds received pursuant to this Agreement were expended in accordance with this Agreement in the previous fiscal year for purposes authorized by this Agreement. This report shall include reasonable detail in support of the certification, including expenditures for or contributions to special events and not -for -profit organizations in Newport Beach, 6. USE OF GRANT FUNDS 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 BVMA INC. Page 4 not expended by or before June 30, 2034, Grantee shall notify the City in writing, and shall be obligated to return the Grant Funds to City within thirty (30) days. 7. INDEMNIFICATION 7A. 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). 7.2. 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. 8. 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 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, 9. 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. BVMA INC. Page 5 10. NOTICES 10.1. 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. 10.2. All notices, demands, requests or approvals from Grantee to City shall be addressed to the City at: Attn: City Manager City of Newport Beach 3300 Newport Boulevard P.O. Box 1768, Newport Beach, CA 92658-8915 10.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Ralph Rodheim, Chair BVMA INC. 2865 East Coast Highway, Suite 360, Corona del Mar, CA 92625 11.TERMINATION 11.1. 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. 11.2. Termination without Cause. City may terminate this Agreement at anytime 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. 11.3. 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. 12.STANRARD PROVISIONS 12.1. Recitals. City and Grantee acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. BVMA INC. Page 6 12.2. 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. 12.3. 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. 12.4. 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. 12.5. 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. 12.6. 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. 12.7. 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. 12.8. 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. 12.9. 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. 12.10. 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. 12.11. 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. 12,12. 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. BVMA INC. 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:_ R By: Aaron arp City Att ney ATTEST: !� ' Date: r By: 4by-l"- Leilani I. Brown Y. City Clerk u %'_Fo RN%� Attachment: Exhibit A: Grant Proposal CITY OF NEWPORT BEACH, A California municipal corporation Date: Ct`2.�1��t3 By: Dave City Manager GRANTEE: BVMA INC., a California nonprofit corporation Date: By: Craig Batle Vice Chair [END OF SIGNATURES] BVMA INC. Page 8 Exhibit A p7m.mm"', BVMA Inc. Balboa Village Merchants Association Inc. 2865 East Coast Highway, Suite 360 Corona del Mar, CA 92625 949675-2337 Fax 949760-8415 August 26, 2013 Mary Locey City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Dear Ms. Locey, Pursuant to the agreement made between the City of Newport Beach and the Balboa Village Merchant's Association in May of 2013, this letter hereby requests a grant to be made to the Association in the amount of $40,000. This grant will used to promote and strengthen the Balboa Village Shopping District through programs of advertising, marketing, public relations and social media. In cooperation with Newport Beach and Company, a website and associated marketing efforts will also be instituted. The funds will also go to continuing the 2 signature special events of the Village: a holiday celebration during the month of December (including seasonal decorations) and a weeklong kickoff in conjunction with the Ensenada Race. Depending on other resources and sponsorships, other special events may be instituted as well to bring people to the Village during the non -peak retail season. We are now recognized by the Secretary of State and have established a bank account. Our mailing address is listed above. On behalf of the BVMA, Inc., we thank you for this grant, and look forward to a long and beneficial relationship. On behalf of BVMA Inc. Ralph Rodheim, Chair Craig Batley, Vice Chair