HomeMy WebLinkAboutC-8082-6 - Grant Agreement for Special Event Support Program FY 17-21 - Christmas Boat ParadeGRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH CHAMBER OF COMMERCE
This Grant Agreement ("Agreement") is entered into this 11th day of August, 2017
("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and Charter City ("City"), and NEWPORT BEACH CHAMBER OF
COMMERCE, a California nonprofit corporation located at 4343 Von Karman Avenue,
Suite 150-W, Newport Beach, California 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 allows 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 special event funding for the Newport
Beach Christmas Boat Parade ("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 Two Hundred Thousand
Dollars and 00/100 ($200,000.00) ("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 the Grant Funds 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):
® In four (4) equal installments of Fifty Thousand Dollars and 00/100
($50,000.00) on the following dates: (a) for FY 2018 on or before July
1, 2018; (b) for FY 2019 on or before July 1, 2019; (c) for FY 2020
on or before July 1, 2020; and (d) for FY 2021 on or before July 1,
2021.
"Illil �§
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until June 30, 2022, 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
NEWPORT BEACH CHAMBER OF COMMERCE Page 2
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.
udget-
to-actuaI-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.
NEWPORT BEACH CHAMBER OF COMMERCE Page 3
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 not
expended by or before June 30, 2022, 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.
NEWPORT BEACH CHAMBER OF COMMERCE Page 4
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.
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: Deputy 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: Steve Rosansky
NEWPORT BEACH CHAMBER OF COMMERCE
4343 Von Karman Avenue, Suite 150-W
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 any time
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.
NEWPORT BEACH CHAMBER OF COMMERCE Page 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.
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. Severabilitv. 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.
NEWPORT BEACH CHAMBER OF COMMERCE Page 6
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.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
[SIGNATURES ON FOLLOWING PAGE]
NEWPORT BEACH CHAMBER OF COMMERCE Page 7
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 0/ 4/o
By: ( M \C�
Aaron C. HarpA wfv,4 9 ( 7
City Attorney
ATTEST:
Date:
By:
W�IJ
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Y�
Kevin Muldo
Mayor
GRANTEE: NEWPORT BEACH
CHAMBER OF COMMERCE, a California
nonprofit cor oratipn
Date: Z��1 t�
Y:
Stevi�R osansky
Chief Executive Officer
Chief Financial Officer
[END OF SIGNATURES]
Attachment: Exhibit A: Grant Proposal
NEWPORT BEACH CHAMBER OF COMMERCE Page 8
From:
fon_engine@fs23.fonsite.com
To:
Locey. Mary
Subject:
Special Event— Application for Financial Support Result #9376623
Date:
Monday, May 08, 2017 3:06:41 PM
Special Event Support Application - Signature Events
Reference #: 9376623
Status: Complete
Last Update: 2017-05-08 15:06:36
Start Time: 2017-05-08 14:26:42
Finish Time: 2017-05-08 15:06:36
User: 184.188.127.205 (Chrome -Windows)
Referrer. hltn•//ne vnnrtbea chcn gnv/ memment/open-tr al2arent/onli te-cervices/snecinl-event-support-a ant
Form Login Account (optional)
New Users / Returning Users CLICK K HFRF to setup or return to your account for this
form. Creating an account enables you to return to this form and your submitted results.
An account will also enable you to partially complete this form and return later to finish
the form. The account you establish is only for this form.
Directions for Completing the Application Form
• Each question should be answered clearly and briefly.
• If a question is not applicable, enter N/A and provide a reason why you feel it does not apply to
your event..
• Please adhere to the word limits in certain sections.
• Attach a copy of the event budget, including the anticpated revenues and expenicitures.
. Attach a copy of the event's proposed measurable objectives and performance measures.
• Incomplete or applications received after the submission deadline will not be accepted.
• Do not sumit collateral materials (i.e. marketing materials and programs). They will not be
considered.
• Applications must be submitted online.
• The completed application must be received no later than 4 p.m. on Friday, May 5, 2017.
Funding Levels
Signature Event Grants will be awarded at set, not -to -exceed levels based upon an evaluation of the
event budget, an estimate of related City of Newport Beach (City) special event fees, and the estimated
economic benefits to the City of (laving the event based in Newport Beach. The City's financial
support should represent no more than 25 percent of the overall event budget.
The City may choose to enter multi-year agreements with grant awardees. All agreements, whether for
one year or multiple years, will include right to audit language and include measureable objectives and
performance measures for evaluating the event's marketing and economic impact
Signature Event Grants Funding Levels*
• Tier I - $15,000 - $25,000
. Tier 2 - $25,001 - $50,000
. Tier 3 - $50,001 - $150,000
*Grants provided based on analysis of related City event fees and economic benefits City would
derive from the event.
Save & Return
Save your progress and complete this form later. (optional)
Create an account or login
Applicant Information - Signature Events
* Name of Applicant Organization:
Newport Beach Chamber of Commerce
Applicant Representative Contact Information
* First Name
Steven
* Last Name
Rosansky
* Title / Affiliation:
President
* Full Mailing Address of Organization:
4343 Von Kaman Ave, Suite 150-W, Newport Beach, CA 92660
* Phone Number
949-729-4400
* Email Address
st v e n wnnrtbeach com
* Type of Nonprofit Entity:
501(c)(6)
* State of California Entity Number:
CA
Signature Events require entering into an agreement with the City. Agreements require signatures from two officers
with authority to bind a contract. Signatures will be needed from one officer listed in Part A below and one officer from
Part B below. Please mark the title and provide the full name for each.
* Part A - Officer Title
XX President
ElAny Vice President
❑ Chair of the Board
* Part A - Officer Name
Steven Rosansky
. Part B - Officer Title
FX Secretary
F]Chief Financial Officer
❑ Any Assistant Secretary
❑ Any Assistant Treasurer
• Part B - Officer Name
Kate Klimow
` Entity Address (if different from applicant):
4343 Von Kansan Ave, Suite 150-W, Newport Beach, CA 92660
Event Information - Signature Events
Name of Event:
Newport Beach Chamber of Commerce Christmas Boat Parade
• Event Date(s):
Dec 13-17
• Is this an annual event?
❑X yes
Flno
Event location(s)/venue(s) in Newport Beach:
Newport Harbor
. Is at least 51 percent of this event - in its entirety - within Newport Beach?
❑X Yes
E]No
• Type of event (Check one):
Art/Culture
�X Community
❑ Recreational
❑ Special Interest
❑ Educational
11 Social
❑ Other
. Have you previously received City support for this or any other event sponsored by your organization?
FX Yes
❑ No
` If yes, please list the event(s), year(s) and amount(s):
Christmas Boat Parade 2014-2016 $50,000/yr
Green on the Green ECO EXPO 2015-2016 $500
Corona del Mar Sandcastle Contest 2016 $2,500
Is there a fee to enter the event? If yes, what is the amount of the fee?
Boaters and homeowners pay a $35 entry fee
' Describe what, if any, portion of the event is FREE to the public.
The entire event is free to the public
*Brie( Description of Event (150 -word maximum, include any anticipated impacts such as road closures, traffic
control, amplified sound and if any portion of the event will be on public property such as parks, streets,
sidewalks):
The Christmas Boat Parade is a 109 year old event in Newport Harbor. Boaters decorate their boats and parade around
the harbor for 5 nights prior to Christmas Day. The parade covers a 14 mile route that borders the entire length of the
harbor and takes approximately 3 hours to complete. Hundreds of thousands of spectators view the parade and it is
shown on local as well as national news shows. The parade features a grand marshal every night. The Mayor is also on
a boat the first night of the parade. Their is amplified music from several of the boats. The first and last nights of the
parade feature opening and closing fireworks.
* In 250 words or less, explain how your event will meet or exceed any or all of the seven Signature Event
Evaluation Criteria (see Special Event Support Program Overview, page 3):
I. A recent Newport Beach & Co study showed the Boat Parade generated S6.5 million in local revenues.
2. We measure the number of boats participating, homes participating, visits to our website. Due to the public and
widespread nature of the event, it is impossible to accurately measure attendance.
3. The event enhances the cultural experiences and recreational boating activities as well as the opportunity to view an
on the water parade.
4. Visitors from all over Southern California attend. Some stay in local hotels.
5. The vent promotes NB as a desirable place to live and recreate.
6. Many businesses benefit from the parade including restaurants, yacht clubs, boat rentals, catering businesses and
hotels.
7. As mentioned in I above, the NB&Co study showed $6.5 million in local revenues are generated as a direct result of
the Parade.
* Anticipated Event Attendance (Indicate participants vs. spectators, if applicable):
Hundreds of thousands over 5 nights
* Summarize applicant's prior event experience (100 -word maximum):
We have been doing this event for 109 years.
* If the Applicant conducts similar events elsewhere, please provide details including: where, when, safety issues,
and if applicable, why the event left its previous location (100 -word maximum):
N/A
* The request for City support must include a list of other City entities or groups (e.g., City Arts Commission, a
Business Improvement District, Library support group, etc.) from which the applicant is seeking financial
support Are you seeking financial support from other City entities?
❑ Yes
PX No
If you answered yes above, please list the entities or groups and the amount of financial support requested from
each:
* As your organization's representative, please verify the below by checking the corresponding boxes and then
type your name in the field below.
FX 1 acknowledge that, if awarded funding, my organization will have to enter into a grant agreement with the City.
H1 have read the updated City of Newport Beach Special Event Support Program Overview, including the eligibility,
qualifiction and evaluation criteria.
X [acknowledge that submission of this application does not guarantee the event will receive City support.
nX I have attached a complete event budget showing anticipated revenue and expenses (attach using link below).
1 have attached the proposed measumble objectives and performance measures for the event (attach using link
below).
* Name:
Steven Rosansky
Attach a copy of the complete event budget.
D6GIOWmo Newport Beach Christmas BoatParade-Estimated_ Profit Loss�Statementcloc
Attach the proposed measurable objectives and performance measures for the event.