HomeMy WebLinkAboutC-8281-14B - Community Programs Grant Agreement FY 18-19►r1
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GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH HISTORICAL SOCIETY
This Grant Agreement ("Agreement") is entered into this 28th day of February,
2019 ("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and 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 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 the ongoing preservation of the history
of Newport Beach, as evidenced in Grantee's Proposal ("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 Dollars and
00/100 ($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 Dollars
and 00/100 ($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):
N At the time of execution of this Agreement.
NEWPORT BEACH HISTORICAL SOCIETY 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, 2019, unless terminated earlier as provided
herein.
3. RESTRICTIONS ON USE OF FUNDS AND OTHER REQUIREMENTS RELATED
TO THE RECEIPT OF GRANT 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.
3.3. Grantee shall conduct background checks for all of its volunteers and
employees who work with minor children in relation to any project described in Grantee's
Grant Proposal. To the extent applicable, Grantee shall provide the City certification that
it has complied with this requirement prior to the receipt of Grant Funds.
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.
NEWPORT BEACH HISTORICAL SOCIETY Page 2
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).
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
NEWPORT BEACH HISTORICAL SOCIETY Page 3
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
5.1. 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, 2019, Grantee shall notify the City in writing,
and shall be obligated to return the Grant Funds to City within thirty (30) days.
5.2. The City's grant contribution shall only be used for non -secular purposes.
Grantees shall not use the City's grant contribution, or any portion thereof, for any purpose
that violates local, state, or federal law, including, but not limited to, the Establishment
Clause.
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
NEWPORT BEACH HISTORICAL SOCIETY Page 4
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.
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
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
NEWPORT BEACH HISTORICAL SOCIETY Page 5
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.
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. 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.
NEWPORT BEACH HISTORICAL SOCIETY Page 6
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.
[SIGNATURES ON NEXT PAGE]
NEWPORT BEACH HISTORICAL SOCIETY Page 7
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: 2 12Ct
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: Z % ?to % I ct
By:A .�-y'_T 1. - By:
Aaron C.
yo.0
City Attorney p �2� Ci an gerng
ATTEST: I
Date: 21 ,/
By:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
GRANTEE: NEWPORT BEACH
HISTORICAL SOCIETY, a California
nonprofit corporation
Date: /
2 _
By:
Bernie Svalstad
Chief Executive Officer
Dz
[END OF SIGNATURES]
NEWPORT BEACH HISTORICAL SOCIETY Page 8
Exhibit A
Grant Funds shall be expended solely for the ongoing preservation of the history of
Newport Beach, as evidenced in Grantee's Proposal. No Grant Funds may be used to
fund any political activities.
NEWPORT BEACH HISTORICAL SOCIETY Page A-1
Name of Applicant Organization: OFFICE OF
Newport Beach Historical Society THE CITY CLERK
h ^-- -
Applicant Representative Contact Information:
First Name Bernie Last Name Svalstad
Title / Affiliation:
President
Full Address of Organization:
1452 Sea Ridge Drive Newport Beach, CA 92660
Ema I
MM2 -7744 pjsvalstad @ g mail. com
Type of Entity (indicate one):
Nonprofit (List type) Community / Neighborhood School
I
IV
Other? 501 C3
Entity Address (if different from applicant):
Same as applicant.
Name of Program or Service:
Newport Beach Historical Society
PTe of P �qm or Sp�ice off red t NQVport Beach residents:
se 1 1% , "".
rve RR story o ewpoTt3eac
Number of Newport Beach residents participating or receiving services within past year. (Specify
umoeT hy type,of terv�-- I
undre S -df resiaen s 0 %�vport Beach and the surrounding areas have visited our website,
museum, and have attended our programs which include speakers at our dinners and programs at
the Newport beach Main Library.
Totabanaual fundraisir�/don �tior�$/spo $r�l�i�s received by your organization:
Mem
kers ip, sponsors ips, ona ions, ,
Explain how your program or activity serves, involves or engages Newport Beach residents (150-
o
r raximu
ie ewport � itch Historical Society involves the citizens of Newport Beach in several ways:
1)capturing the history through oral histories, 2)archival of important historical documents and
pictures, 3)and offering numerous informative programs for citizens to attend and learn about the
history of Newport Beach. We provide dinners, information, and opportunities for volunteer
involvement to help preserve the history of our magnificent City.
As your organization's representative, please check the box below and type your name in the line
below.
I acknowledge that submission of this application does not guarantee that my organization
will receive City support.
Name:
Bernie P. Svalstad (
Attach event budget and submit the completed application no later than Friday, November`16,'20"18
at 4:30 p.m
Newport Beach Historical Society
Community Programs Grant Application
11/4/18
To: Mayor and City Council of Newport Beach, CA
Dear Mayor and City Council Members,
Thank you for your continued support of the Newport Beach Historical Society.
We have had a great year as we focused on different aspects of history in
Newport Beach. We started out the Newport Beach Historical Society's Fiftieth
Anniversary celebration in a joint venture with the Boy Scouts. We had an
excellent film presentation of the "Boy Scout Jamboree". This event was
profitable for both the Boy Scouts and the Newport Beach Historical Society. We
followed up with a fun and exciting evening entitled "Taste of History" , which
was held in September and was a dinner program involving 12 local historic
restaurants that participated and served delicious bites at the Balboa Pavilion
Banquet Room. The main speakers at the dinner were the grandchildren of the
McFadden family, whom, as you may recall, were some of the early founders of
Newport Beach. They came all the way from San Diego to help us celebrate this
historic event. As we continued the recognition and celebration of this historic
year for the Newport Beach Historical Society, we produced a program showing
the "Lost Cleopatra" film at the Newport Beach Main Library in March. This was
an epic film that was actually filmed in our Newport Bay. In August we celebrated
the history of the Junior Life Guards at the Oasis Senior Center. This was a family
barbeque event sponsored by T.K. Burgers. Our final event scheduled for 2018 is
scheduled on November 7"' and is in conjunction with Visit Newport and the
Newport Beach Chamber of Commerce in presenting "The History of Newport
Beach Boat Parade and Ring of Lights". This fun event will take place at the
historic Balboa Pavilion where we will enjoy a delicious turkey dinner and
presentations by the Beek family, Jeff Parker from the Newport Beach Chamber of
Commerce, and the Newport Beach Historian Howard Hall. As we look ahead to
2019, we have several programs already in the works such as a swing dance, a
Hornblower cruise, and a celebration at the Grand re -opening of the CrabCooker
Restaurant. These are just a few examples of things planned for 2019..
19-28
Newport Beach Historical Society is making a concerted effort to do oral
interviews, as our citizens are aging and we need to preserve important Newport
Beach memories. We have completed 10 oral histories in 2018 and plan to do at
least 12-24 more in 2019. We continue to incur expenses for archival, museum
improvements, and the digitization of Newspaper articles and pictures. We also
have worked with the City and the Arts Commission to add additional time -line
entries into McFadden Square Centennial Plaza, which are now completed.
Another new program being instituted involving the Newport Beach Historical
Society and with cube Quest is the organization of tours from various schools to
come to Newport Beach to enrich their knowledge of the History of Newport
Beach. The Newport Beach Historical Society is requesting $10,000 from the City
of Newport Beach to assist us in preserving the history of Newport Beach. We
have only received $20,000 from the city in the last 50 years. On behalf of the
board of directors, I thank you for your positive consideration.
Sincerely, , \
Bernie Svalstad C
President, Newport Beach Historical Society
19-29