HomeMy WebLinkAboutC-8281-10 - Community Programs Grant Agreement FY 16-17GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
THE NEWPORT BEACH SISTER CITY ASSOCIATION, INC.
This Grant Agreement ("Agreement") is entered into this 13th day of April, 2017
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and THE NEWPORT BEACH SISTER CITY
ASSOCIATION, INC., a California nonprofit corporation located at P.O. Box 3134,
Newport Beach, CA 92659 ("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 residents' quality of life.
B. Grantee requested a grant from the City to help pay insurance premiums and
dues to international associations ("Grant Proposal"). No grant funds may be
used to fund any political activities.
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 One Thousand Five
Hundred Dollars and 00/100 ($1,500.00) ("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 One Thousand Five
Hundred Dollars and 00/100 ($1,500.00) 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 Newport Beach Sister City Association, Inc. Page 1
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
The Newport Beach Sister City Association, Inc. Page 2
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).
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.
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.
The Newport Beach Sister City Association, Inc. Page 3
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
The Newport Beach Sister City Association, Inc. Page 4
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: Dave Kiff, 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: Suzan Berkley
The Newport Beach Sister City Association, Inc.
P.O. Box 3134
Newport Beach, CA 92659
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.
The Newport Beach Sister City Association, Inc. Page 5
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.
The Newport Beach Sister City Association, Inc. Page 6
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]
The Newport Beach Sister City Association, 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 ATTORNY'S OFFICE
Date:
By:
Aaron C. Harp ov.os.i�
City Attorney'
ATTEST:
Date:
By:OWM—),
,
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: -S113�. j.:D
By:
Dave iff
City Manager
GRANTEE: THE NEWPORT BEACH
SISTER CITY ASSOCIATION, INC., a
California nonprofit corporation
Date:
By: XGZ
Liddy aulse
Chief Executive Officer
Date: 5) f�� 'i
By.
Suzan Berkley
Chief Financial Officer
[END OF SIGNATURES]
The Newport Beach Sister City Association, Inc. Page 8
Exhibit A
Grant Fuds shall be expended solely to help pay for insurance premiums and dues to
international associations. No Grant Funds may be used to fund any political activities.
The Newport Beach Sister City Association, Inc. Page A-1
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Brief description of program or activity for which you are seeking a grant:
Explain how your program or activity serves, involves or engages Newport Beath residents (150 -
word maximum):
The request for City of Newport Beach support must include a`list of other, Yes No
City entities, groups or programs (e.g., CDBG, Discretionary Funds,
Special Event grants, etc:) from which the applicant is seel4d 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
requested from each:
Amount of financial assistance received last
(if any): $ 4000
Amount
requ
5-16) from the City of Newport Beach
9) 000
A detailed description of how the FY 16-17 grant money would be spent:
5 � WOO
As your organ
below.
type your name in the line
YI 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 Monday, October 13, 2016
at 4 p.m.
City of Newport Beach
Community Programs & Human Services Grants -Application for FY 16-17
NEWPORT BEACH SISTER CITY ASSOCIATION (NBSCA)
12.
NBSCA promotes a number of cultural programs which are meant to serve
educational enhancement of students in Newport Beach, to bring possible
investment opportunities to our city and advance cultural and travel opportunities
for our citizens. The most far-reaching activity is our student/teacher exchange
program between Okazaki, Japan and members of our City. In July of this year,
seven middle school students from various local schools, and two teacher
chaperones, traveled to Okazaki and Tokyo to reside with local families and
immerse themselves in the local culture. During October, their Japanese host
students will visit with their Newport Beach counterparts for similar opportunities.
In addition to this pivotal activity, the organization is reaching out on a more
definitive basis to our counterparts in Ensenada to develop a cultural exchange
program between our communities. A few of the ideas we are pursuing are in
the areas of sports, culinary arts and more involvement in the annual Ensenada
race. Recently, eight representatives of NBSCA were invited by the Ensenada
Director of Tourism to tour six of their wineries and visit some of the highlights of
their community. Discussions are progressing as to future possibilities.
There have been continuing discussions about the possibility of sending a few of
the award-winning culinary students from Newport Harbor High to our sister city
in Antibes, France for sharing of methods and products with their counterparts.
During the second week of October, a few of our members will visit Antibes to
further these discussions. We were successful in having the Corona del Mar
Madrigal Singers visit Antibes and sing in that Cathedral in February, which was
a huge success. They then went on to represent us at a concert at Notre Dame
in Paris, which was warmly received. Their representation of Newport Beach
was extraordinary in the value of introducing our City abroad.
A major goal of NBSCA is to offer student scholarships to the annual Youth
Summit held at the Sister Cities International Conference, where these students
will interact with students from other counties to exchange global ideas
> Student/teacher exchange between Okazaki and Newport Beach as outlined
above.
➢ In honor of the Day of the Child in Ensenada, our members collect toys and
necessities to distribute to a local orphanage . These are presented to the
Mayor at a luncheon as part of the activities of the Newport -Ensenada race.
➢ In October, a small delegation will be heading to Antibes, France to meet with
the Director of Auduberti High School to further discussions relative to student
exchange, between Newport Beach and the Antibes school.
➢ For the last 32 years, local representatives have participated in various school
venues; i.e., school assemblies, culinary exchanges, Madrigal Singers
performances, social events, etc., to further connection between NBSCA and
local entities.
➢ Visits from international dignitaries which provide the City an opportunity for
exposure on a global level. Local citizenry participation is always encouraged
and welcome.
➢ It is difficult to provide specific numbers due to fluid nature of the population of
various schools and community we touch.
15. The Okazaki program is the most outreaching program in which we engage the
community. The budget for this project each year includes partial airfare, land
package for ancillary trips to Tokyo and Kyoto, dignitary gifts and hosting
Japanese students in Newport Beach, which includes the "Famous Pumpkin
Carving Party & Barbeque." The cost of this program was approximately $6,000,
If budgetary constraints allow, the furtherance of our Ensenada and Antibes
programs.
16. The primary focus of NBSCA is to enlarge our footprint in the community
and enhance current programs as well as finalize others in discussion. While
our focus has been to concentrate on student exchange activities,
we are very aware that bringing opportunities to our partner, the City of Newport
Beach, must be a pivotal focal point in our endeavors.
During the past six months, Mayor Diane Dixon, local business entrepreneur
Buck Johns and representatives of the City of Wuxing, China, and members of
the Board of NBSCA have been holding meetings for the purpose of the
establishment of a "Friendship City" relationship. The two cities have many
commonalities and such a relationship could prove to be most beneficial from a
cultural and business standpoint. We will be pursuing the final step in this
process, the preparation of a Proclamation by our City government and signed by
our Mayor and City dignitary from Wuxing. This relationship may provide
numerous opportunities for investment into our local business community, as well
as reciprocal visits between City officials, business professionals and student
exchange.
Our involvement in the annual Spirit Run provides many contacts and future
possibilities of support for the City. The relationship between our organization
and counterparts in Antibes, Ensenada and Japan will continue to expand
opportunities both for us and the City.
Currently our Board is in the midst of planning a fundraising event to be held in
Early 2017.
17. Description of how FY 16-17 grant money will be spent:
NBSCA represents the face of Newport Beach to the outside world, and operates
under the umbrella of the City. Our annual expenditures include insurance
premiums of over $3,000 and dues to international associations of $1,000.
These and expenses involving exchange programs are the reason we are
requesting the assistance of the City.