HomeMy WebLinkAboutC-6213 - Grant Agreement - Council Grant for FY15-16a
`j GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
BVMA, INC.
V
This Grant Agreement ("Agreement") is entered into this 1st day of July, 2015
("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 the residents' quality of life.
B. Grantee requested a grant from the City for the promotion and programs to
strengthen the shopping district ("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:
1.1. 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.
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until June 30, 2016, 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 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).
BVMA, INC. Page 2
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: (1) 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.
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.
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
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 3
not expended by or before June 30, 2016, Grantee shall notify the City in writing, and
shall be obligated to return the Grant Funds to City within thirty (30) days.
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 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.
==e' - 111 Lori,-
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 4
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: City Manager
City of Newport Beach
3300 Newport Boulevard
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: Craig Batley, Chair
BVMA, INC.
2865 East Coast Highway, Suite 360
Corona del Mar, CA 92625
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.
10.2. 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.
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.
BVMA, INC. Page 5
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.
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.
BVMA, INC. Page 6
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:
By: 0A IL,
Aaro C Harp I
City Atforney
ATTEST:
Date: 7. 1'u6
By: �4L\
Leilani I. Brown
City Clerk
CIA
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: aLLUI ldc;-
By:
Dave
City Manager
GRANTEE: BVMA, INC., a California
nonprofit corporation
Date: '1-/ -/ 5
By:
Marcel Ford
President
Date:
By:
Qnn'�-
Craig Smith
Treasurer
[END OF SIGNATURES]
BVMA, INC. Page 7
Balboa Village Merchants Association Inc.
2865 East Coast Highway, Suite 360
Corona del Mar, CA 92625
949 675-2337 Fax 949 760-8415
June 10, 2015
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 be instituted. The funds will also go to
continuing the 3 signature special events of the Village: a carnival for residents in
October, a summer concert special event, and a weeklong kickoff in conjunction
with the Ensenada Race. Seasonal decorations will be istaled and additional
decor will be purchased. 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.
Attached to this letter are financial statements for the 2014-2015 Fiscal Year as
well as a description of the past accomplishments and future activities planned.
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.
Craig Batley, Chair
Craig Smith, Vice Chair
BVMA Inc.
BALBOA VILLAGE MERCHANTS ASSOCIATION
2014-2015 ANNUAL REPORT
The second year of the Balboa Village Merchant's Association was one of many
adjustments and achievements. The Association received a determination letter
from the IRS as a not for profit mutual benefit business corporation. 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 2014 -
2015 follow:
*Staged the second annual Village Fest to kick off the NOSA Newport to
Ensenada race as well as a chalk art festival attended by nearly 1200
persons. This event included a "Taste of Balboa" where 10 local
restaurants established food booths and entertainment. The event also
featured booths and displays from sponsors such as the Ensenada
Chamber of Commerce, Dockside Publishing, and Explorocean. Local
and Mexican dignitaries attended to promote the race.
* Staged the third annual "Christmas at the Beach", a special event that
brought approximately 50 people to a tree lighting ceremony and a
chorale presentation by the Southern California Children's Choir. Santa
Claus also attended. Additional entertainment was provided and the 12
foot tall Christmas tree was decorated, and lit by Councilman Henn.
* Additional seasonal decorations were installed and streetlight wired with the
City's help to provide a greater holiday feel to the area.
* 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. A redesigned
logo incorporating the rich history of the area was implemented. New
promotional brochures were distributed through Certified Folder.
* Improved the www.balboavillage.com website with assistance from Newport
Beach and Company, providing seasonal information and announcements
as well as an electronic merchant directory.
* Instituted a Constant Contact program to inform merchants of meetings and
news
*Heartily endorsed the facade improvement program instituted by the City of
Newport Beach for renovation of storefronts in the village area.
* The Association sponsored the Balboa Village Car Shows every Sunday.
The Association will finish the Fiscal Year with approximately $600 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 2015 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.
*Creation of two new special events. The first will be a carnival targeted to
local residents in October to preface the holiday season. The second will
be a concert on the grass at the gazebo. A holiday tree will still be
installed as well as continuing the very popular Paint the Town event
involving children from Newport Elementary School.
*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.
*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.
* Continue the alliance between Newport Beach and Company and the
Association for implementation of the strategic marketing for the Village.
* Explore a resident targeted special event in the fall to take place in the park
adjacent to the Village
* Continue to work for a shuttle program in conjunction with other merchant
associations, the City of Newport Beach and Newport Beach and
Company.
The merchants of Balboa Village appreciate the efforts of the City Council and
your continued support of their BID.
N
Balboa Village
Merchants Association
BVMA Inc.
Budget Outline
July 1, 2015 — June 30, 2016
Funds Available FY End 2015 $ 600
Funds from City 2014 $40,000
Additional Funding from the City $ 4,000
Sponsorships and Participation Fees $ 8,000
Total Available Funds $52,600
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 $ 8,000
Holiday Decorating
Seasonal Decorating
Administration $4,000
Administration
Total Planed Expenditures $52,000
11:19 AM
BVMA, Inc.
06/02/15
Balance Sheet
Accrual Basis
As Of June 2, 2015
Page 1
Jun 2, 15
ASSETS
Current Assets
Checking/Savings
10000 • Union oper
1,284.69
Total Checking/Savings
1,284.69
Accounts Receivable
11000 • Accounts Receivable
1,500.00
Total Accounts Receivable
1,500.00
Other Current Assets
13000 • Decorations
13100 • Holiday Decorations( December)
32,217.19
13200 • Seasonal Decorations
1,824.23
Total 13000 • Decorations
34,041.42
Total Other Current Assets
34,041.42
Total Current Assets
36,826.11
Other Assets
18700 • Security Deposits Asset
-400.00
Total Other Assets
-400.00
TOTAL ASSETS
36,426.11
LIABILITIES & EQUITY
Equity
32000 • Unrestricted Net Assets
38,117.81
Net Income
-1,691.70
Total Equity
36,426.11
TOTAL LIABILITIES & EQUITY
36,426.11
Page 1
11:18 AM BVMA, Inc.
06/02/15 Profit & Loss
Accrual Basis July 1, 2014 through June 2, 2015
Page 1
Jul 1, '14 - Jun 2, 15
Ordinary Income/Expense
Income
43400 • Direct Public Support
43410 • Municipal Contributions
45,000.00
43450 • Individ, Business Contributions
124.00
Total 43400 • Direct Public Support
45,124.00
47200 • Program Income
472100 • N2E
472110 • Sponsors
4,650.00
472140 • Participant Fees
850.00
472150 • Participant Reimb
-5,778.00
472300 • Public Fees
8,296.01
Total 472100 • N2E
8,018.01
Total 47200 • Program Income
8,018.01
Total Income
53,142.01
Expense
65000 • Operations
65025•Storage
405.43
65060 • Bookkeeping
2,273.75
65070 • Taxes/ Fees
475.00
65080 • Bank Service Charges
3.00
Total 65000 • Operations
3,157.18
65100 • Program Expenses
62000 • Advertising
62020• Brochure
0.00
62200 • Print
7,734.37
62300 • Website Expenses
720.00
Total 62000 • Advertising
8,454.37
65110 • Branding
65111 • Historic Sign Refurbishing
5,200.54
65112 • Historic Sign Reimbursement
-3,300.00
Total 65110 • Branding
1,900.54
65150 • Donations
500.00
65170 • Seasonal Street Decor
5,678.55
65200 • Special Events
65300• N2E
65310 • Strada Dell Arte
5,657.17
65320 • Consulting
1,500.00
65330 • Decorations
190.00
65340 • Entertainment
4,507.69
65350 • Operations
11,731.48
65360 • Permits, Fees, Ins
1,832.55
Total 65300 • N2E
25,418.89
65400 • Christmas at the Beach
65410 • Tree Lighting Event
322.00
65420 • Coordination
3,057.81
65430 • Decorations
2,108.52
65440 • Entertainment
2,456.85
65450• Insurance
275.00
65460 • Music
400.00
65470 • Permits
444.00
Total 65400 • Christmas at the Beach
9,064.18
Total 65200 • Special Events
34,483.07
Page 1
11:18 AM
06/02/15
Accrual Basis
BVMA, Inc.
Profit & Loss
July 1, 2014 through June 2, 2015
654000 • Professional Memberships
65500 • Balboa Car Show
65100 • Program Expenses - Other
Total 65100 • Program Expenses
Total Expense
Net Ordinary Income
Other Income/Expense
Other Expense
80000 • Ask My Accountant
Total Other Expense
Net Other Income
Net Income
Jul 1, '14 - Jun 2, 15
460.00
200.00
0.00
51,676.53
54,833.71
-1,691.70
0.00
0.00
0.00
-1,691.70
Page 2