HomeMy WebLinkAboutC-6233 - Grant Agreement - Council Grant FY15-16GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
BALBOA ISLAND MARKETING INC.
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 BALBOA ISLAND MARKETING 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. 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.
2. TERM
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 audittexamination 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).
BALBOA ISLAND MARKETING 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
BALBOA ISLAND MARKETING 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.
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.
BALBOA ISLAND MARKETING 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: Sheri Drewry, Chair
BALBOA ISLAND MARKETING 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.
BALBOA ISLAND MARKETING 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.
BALBOA ISLAND MARKETING 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: j5'
By:
Aarn Harp
City .f 0mey
ATTEST: , �/ �
Date: �/+ !
By:
t m—
Leilani I. Brown
City Clerk 1tix111^
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: Q lam, US
By; CIV
Dave Kiff 110
City Manager
GRANTEE: BALBOA ISLAND
MARKETING INC., a California nonprofit
corporation r co
Date: e
President
Date:
By:
Sheri rewry
Secretary
[END OF SIGNATURES]
BALBOA ISLAND MARKETING INC. Page 7
Exhibit A
Grant Proposal
BALBOA ISLAND MARKETING 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 Balboa
Island Marketing Inc. 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 be used to promote and strengthen the shopping districts of
Balboa Island through programs of advertising, marketing, public relations and
social media. A plan to celebrate the Centennial of Balboa Island will be
developed and implemented. The funds will also go to a promotion of holiday
shopping during the month of December (including seasonal decorations)
Depending on other resources and sponsorships, other special events may be
instituted as well to bring people to the Island 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 Balboa Island Marketing, Inc., we thank you for this grant, and
look forward to a long and beneficial relationship.
Sheri Drewry, Chair
John Robinson, Treasurer
L
BALBOA ISLAND MARKETING INC.
A Merchants Association
2014-2015 ANNUAL REPORT
The second year of the Balboa Island Marketing Inc. was one of substantive
inroads to a sustainable marketing effort.. The Corporation was granted a 501
(c) 6 Federal Status 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 Island Marketing Inc. accomplishments during fiscal year 2014-2015
follow:
*Worked with Newport Beach and Company, to develop a strategic marketing
plan.
* Retained Newport Beach and Company to implement the strategic plan and
to create a marketing plan that encompasses print, advertising, website
renovation, social media and special event plans.
* Instituted a new branding program using a new logo designed by Newport
Beach and Company.
*Continued decorating Marine Avenue with flags for the summer and the
parade. A holiday lighting program was also created to make the Marine
Avenue shopping area festive and to provide a sense of destination for
holiday shopping.
*Placed ads in locally and nationally distributed visitor guides such as the
Newport Beach Visitors Guide, OC Max, and Certified Folder Distribution.
*Advertised on the Newport Beach Guide Map.
*Contracted with Newport Beach and Company to restart the http://balboa-
island.netwebsite, providing seasonal information and announcements as
well as an electronic merchant directory.
* Retained California Marketing Concepts to stage the First Annual Balboa
Island Wine Walk,
*Created liaisons with concierges in local hotels that will refer Balboa Island
as a major destination point.
*Kept detailed records, books, and minutes of meetings and events.
The Association will finish the Fiscal Year with approximately $18,000 to pass
over into the next fiscal year.
BALBOA ISLAND MARKETING INC.
A Merchants Association
2015-2016 PROJECTED PROJECTS
Looking forward to the next fiscal year, Balboa Island Marketing, Inc. has the
following objectives:
* Develop a series of special events commemorating the Centennial of
Balboa Island in 2016
*Increase branding awareness using the new logo and collateral brochures
cross-referencing the balboa-island.net website.
*Evaluate the opportunities for an alternative to the "Wine Walk" to encourage
residents and visitors alike to tour the entire shopping area and linger in
stores.
*Continue holiday and seasonal decorating
*Work with the City of Newport Beach to design and implement a master plan
for physical improvements to Marine Avenue
*Continue to improve the website, incorporating contemporary social media
strategies and perhaps a web based "app" for the Island
*A direct mail campaign to local residents to increase visibility to year round
shoppers
*An annual meeting of the Association
* Develop a plan to include Agate Avenue businesses on a more active basis
*Develop new special events that would bring residents in during slower
seasonal periods.
*Work with the City in developing alternatives to parking on the Island during
peak demand periods.
*Administer the Association using a third party consultant, as well as
miscellaneous costs including the annual meeting.
The merchants of Balboa Island appreciate the efforts of the City Council and
your continued support of their Association.
3
BALBOA ISLAND MARKETING INC.
A Merchants Association
Budget Outline
July 1, 2015 — June 30, 2016
Funds Available FY End 2014 $18,000
Funds from City 2014 $40,000
Additional Funding from the City $ 1,000
Total Available Funds $59,000
Expenditures
Marketing & Advertising $44,500
Branding
Ad Creative
Media Partnerships
Direct Mail
Concierge Program
Internal Marketing Package
Web Site Development
PR Campaigns
Consulting Fee
Memberships
Special Events $5,000
Wine Walk
Village Beautification $5,000
Holiday Decorating
Seasonal Decorating
Administration $4,500
Administration
Annual Meeting
Mailings, Outreach
Total Planed Expenditures $59,000
11:20 AM
06/02/15
Accrual Basis
Balboa Island Marketing Inc.gbw
Balance Sheet
As of June 2, 2015
Page 1
Jun 2, 15
ASSETS
Current Assets
Checking/Savings
Union Bank 6153
24,706.47
Total Checking/Savings
24,706.47
Total Current Assets
24,706.47
TOTAL ASSETS
24,706.47
LIABILITIES & EQUITY
Equity
Unrestricted Net Assets
10,909.83
Net Income
13,796.64
Total Equity
24,706.47
TOTAL LIABILITIES & EQUITY
24,706.47
Page 1
11:20 AM Balboa Island Marketing Inc.gbw
06/02/15 Profit & Loss
Accrual Basis July 1, 2014 through June 2, 2015
Ordinary Income/Expense
Income
Grants
Municipal
Total Grants
Program Income
Membership Dues
Program Service Fees
Total Program Income
Total Income
Expense
Sidewalk Upkeep
Adminstrative
Accounting Fees
Bookkeeping
Other Types of Expenses
Insurance - Liability, D and O
Total Other Types of Expenses
Total Adminstrative
Business Expenses
Business Registration Fees
Total Business Expenses
Program Expenses
Mayors dinner
Coop Program
Marketing
Outside Contract Services
Total Marketing
Banners/Flags
Printing and Copying
Holiday lighting
Advertising
Promotions
Print
Total Advertising
Total Program Expenses
Total Expense
Net Ordinary Income
Net Income
Jul 1, '14 - Jun 2, 15
44,000.00
44,000.00
1,750.00
1,250.00
3,000.00
47,000.00
875.00
400.00
4,266.25
1,492.00
1,492.00
6,158.25
65.00
65.00
1,100.00
2,100.00
10,400.00
10,400.00
2,247.56
445.96
1,295.84
2,000.00
G ala 7C
8,515.75
26,105.11
33,203.36
13, 796.64
13,796.64
Page 1