HomeMy WebLinkAboutC-8281-14 - Community Programs Grant Agreement FY 16-17GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
THE NEWPORT BEACH HISTORICAL SOCIETY
This Grant Agreement ("Agreement") is entered into this 22nd day of December,
2016 ("Effective Date"), by and between the City of Newport Beach, a California
municipal corporation and Charter City ("City'), and THE NEWPORT BEACH
HISTORICAL SOCIETY, a California nonprofit corporation located at 1452 Sea Ridge
Drive, 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 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 ongoing operational support ("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 Ten Thousand and 00/100
Dollars ($10,000.00) ("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 Ten Thousand and
00/100 Dollars ($10,000.00) 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, 2017, 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).
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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.
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.
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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
not expended by or before June 30, 2017, 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
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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: City Manager
City of Newport Beach
100 Civic Center Drive
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: Bernie Svalstad, President
The Newport Beach Historical Society
1452 Sea Ridge Drive
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.
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.
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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.
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.
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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]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE A California municipal corporation
Date: Date: .� a- /iU
By: /*� By:
Aaron C. Harp Dave Kiff
City Attorney City Manager
ATTEST: I GRANTEE: The Newport Beach
Date: Historical Society, a California nonprofit
corporation
Date: ) )- — / h
By: `7W
1-0 46 I. Bru wn
City Clerk1
Attachment: Exhibit A: Grant Proposal
By: 24 4A A t L 1, '
Bernie Svalst� ads
President
Date: I Z- 2)L- I to
By:
Ja �s�Rubel
Treasurer
[END OF SIGNATURES]
Exhibit A
Grant Funds shall be expended solely for archival expenses, improvements in the
museum located at the Balboa Library, glass cases, recording of oral histories, digitizing
newspaper articles and pictures, and other preservation expenses for display and
protection of historical items and any related operations of, and services provided by,
the Newport Beach Historical Society. No Grant Funds may be used to fund any
political activities.
Applicant Information J
Name of Applicant Organization: Newport Beach Historical Society
Applicant Representative Contact Information: I
First Name Bernie Last Name Svalstad
Title / Affiliation: President l
Full Address of Organization: 1452 Sea Ridge Drive Newport Beach, CA 92660
Phone949-232-7373
Type of Entity (indicate one):
Nonprofit (List type) 501c3 Community / Neighborhood School
Community
Other?
Entity Address (if different from applicant):
same
Name of Program or Service:
Newport Beach Historical Society
i Type of Program or Service offered to Newport Beach residents: preserve the history of Newport
Beach. CA.
Have you previously received City support for this or a similar program or activity?
NO
If yes, please list the programs(s), year(s) ano a
Number of Newport Beach residents participating or receiving services within past year, (Specify
numbers by type of service.) Hundreds of residents have visited the website, museum and have
attended our programs which include speakers at our dinners and programs at the library.
Percentage of this program
or utilized by Newport
95%
Total annual fundraising/donations/sponsorships received by your organization: j
57,284.00
n of program or activity for which you are seeking a grant: We are seeking funds for
archival expenses, improvements in our museum located at the Balboa Library, glass cases,
recording of oral histories, digitizing newspaper articles and pictures.
Explain how your program or activity serves, involves or engages Newport Beach residents (150 -
word maximum): The NBHS is organized exclusively as a non-profit, for the purpose
providing a fundraising vehicle which supports and benefits public, voluntary, non-
profit organizations, which have been recognized as exempt organizations under
Section 501(a) of the internal Revenue Code and any corresponding provisions of
any subsequent Internal Revenue Code, which supports the mission of funding for
the NBHS . to preserve the Newport Beach Heritage and sense of community by
promoting and preserving the natural, civil, literal, and ecclesiastical history of
Newport Beach, Mesa and Harbor areas of California. We are also producing two
historical dinners yearly and quarterly historical programs regarding Newport Beach
History at the main library of Newport Beach.
The request for City of Newport Beach support must include a list of ott
City entities, groups or programs (e.g., CDBG, Discretionary Funds,
Special Event grants, etc.) from which the applicant is seeking financial
support. Are you seeking support from other City entities?
If you answered yes above, please list the entities or groups and the amount of financial support
4 requested from each:
Amount of financial assistance received last year (FY
(if any): S NONE
assistance requested FY 16-17: $10,000.00
of Newport Beach
A detailed description of how the FY 16-17 grant money would be spent: The funds will be used for
archival expenses, improvements in our museum located at the Balboa Library, glass cases,
recording of oral histories, digitizing newspaper articles and pictures, and other preservation
expenses for display and protection of historical items.
As your organization's representative, please check the box below and type your name
below.
X I acknowledge that submission of this application does not guarantee that my organization
will receive City support.
Name: .
Attach event budget and submit the completed application no later than Thursday, October 13, 2016
at 4 p.m.
Newport Beach Historical Society
Be; n;+`uva5tsd- Lm Brown -trV "de'c joy.-iCra,- 2- 4 Vice?re•de:z ^a ?,S. .Treasurer Lena•d Dav s - Sererary
Dwccrorr Acv, 9a:er Mary Bet- Fry Fowara H.Br. c , O;e.n It Dan Webb
October 12, 2016
Dear Mayor Dixon and City Council members:
I would like to take this opportunity to submit our application FY16-17 for the
Community Programs & Human Services Grant program. The Society was
started by former resident Bill Grundy and a small group of dedicated residents
in 1967. Bill worked hard at commemorating the history of the city as wells as
artifacts until his death in 2010. The importance of this organization was
recognized and continued on by Gordy Grundy, until he relocated to Hawaii in
2015.
Bernie Svalsted took over the NBHS with a different vision. Since history is
being lost every day, it is important to commemorate the Newport Beach
community. There has been very little actual history preserved since the early
1990's except for Balboa Island._ The concept was to make the NBHS a 501 c3
non-profit status to increase the growth and funds of the organization. In
December, 2015, the non-profit status was granted and a Board of Directors
was voted in to office.
Currently there are 150 plus members and the membership continues to grow.
The NBHS museum is currently housed at the Balboa Library. For the first time
in 49 years there is a physical facility to house historical documents,
memorabilia and artifacts.
Considerable progress has been made, however there are still some needs.
The Society is soliciting funds for archival expenses, improvements in the
museum.. glass cases accommodations for oral history, digitized newspaper
articles and pictures. In addition, the timeline in the McFadden Square
Centennial Plaza needs to be updated after ten years.
The Society is requesting S10,000.00 in the 2016-17 budget to supplement its
fundraising. As a reminder to you, the City Council budget approval session for
201612017 fiscal year, $10,000 was to be added for the Newport Beach
Historical Society and $25,000 for the Balboa Island Historical Society to the
grants for community program budget. On behalf of our Board of Directors, I
thank you for consideration.
Bernie Svalstad-•
President,
Newport Beach Historical Society