HomeMy WebLinkAboutC-8281-17 - Community Programs Grant Agreement FY 18-19GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
GIRL SCOUTS OF ORANGE COUNTY (GSOC)
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 GIRL SCOUTS OF ORANGE COUNTY, a
California nonprofit corporation located at 9500 Toledo Way, Suite 100, Irvine, CA 92618
("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 ongoing maintenance of the Argyros
Girl Scout Leadership Center ("GSLC") building, including not limited to: repainting,
addition of interior signage, and repair and replacement of tablets and hardware
for the INSPIRE program ("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 One Thousand Dollars and
00/100 ($1,000.00) ("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 One Thousand Dollars
and 00/100 ($1,000.00) 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.
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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.
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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
GIRL SCOUTS OF ORANGE COUNTY (GSOC) 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
GIRL SCOUTS OF ORANGE COUNTY (GSOC) 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: Bradley Wedekind-Flores
9500 Toldeo Way, Suite 100
Irvine, CA 92618
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
GIRL SCOUTS OF ORANGE COUNTY (GSOC) Page 5
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.
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
GIRL SCOUTS OF ORANGE COUNTY (GSOC) Page 6
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]
GIRL SCOUTS OF ORANGE COUNTY (GSOC) Page 7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTO NEYOFFICE
Date: '
By: d�&
Got ; Aaron C. Harp
City Attorney 07,
ATTEST:
Date-.—
By.
ate:
By: C7�
Le' ni I. rown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: 0z /2lv/t G
By:
Gr e . Leung
Ci nager
GRANTEE: GIRL SCOUTS OF ORANGE
COUNTY, a California nonprofit
corporation
Date. " `t
By.
Victoria Shepp
Chief Executive Officer
Date: 1 ��
By:
Susan King
Chief Financial Officer/6'Vrd TyeA5 re -
[END OF SIGNATURES]
GIRL SCOUTS OF ORANGE COUNTY (GSOC) Page 8
Exhibit A
Grant Funds shall be expended solely for ongoing maintenance of the Argyros Girl Scout
Leadership Center ("GSLC") building, including not limited to: repainting, addition of
interior signage, and repair and replacement of tablets and hardware for the INSPIRE
program. No Grant Funds may be used to fund any political activities.
GIRL SCOUTS OF ORANGE COUNTY (GSOC) Page A-1
CITY OF '•'BEACH
Community Programs & Human Services Grants Appfication flor FY 18 19
Applicant Information rill 7' J4
Name of Applicant Organization: OF
Girl Scouts of Orange County (GSOC) OTyOFN6WWRHE CITY ,
Applicant Representative Contact Information:
First Name Bradley Last Name Wedekind-Flores
Title / Affiliation:
Development Director
Full Address of Organization:
9500 Toledo Wy., #100, Irvine, CA 92618
Phone
Email
949-461-8838
bwedekind-flores@girlscoutsoc.org
Type of Entity (indicate one):
Nonprofit (List type) Community / Neighborhood ❑ School ❑
501 c3 Other?
Entity Address (if different from applicant):
Name of Program or Service:
Argyros Girl Scout Leadership Center (GSLC)
Type of Program or Service offered to Newport Beach residents:
The GSLC is home to GSOC's signature state of the art INSPIRE program. A multimedia experience that engages girls in life -changing opportunities to explore 21st
Century careers and learn how to take action on issues they care about, while developing an understanding of the importance and relevance of Science, Technology,
Engineering, and Math (STEM) in their everyday lives. The leadership center also has 12 kayaks available so girls can take advantage of the beautiful outdoors.
Have you previously received City support for this or a similar program or activity?
YES
NO
❑✓
❑
If yes, please list the programs(s), year(s) and amount(s):
Argyros Girl Scout Leadership Center, 2018, $500 through Council Member Diane Dixon
Argyros Girl Scout Leadership Center, 2017, $1,224.04 of in-kind gifts from Newport Beach Parks
and Recreation
Number of Newport Beach residents participating or receiving services within past year. (Specify
numbers by type of service.)
299 - 69 adults and 230 children visited the GSLC and participated in Girl Scout programing and
activities.
Percentage of this program devoted or utilized by Newport Beach residents:
From October 1, 2017 to September 30, 2018, approximately 4% of all participants were from the
city of Newport Beach.
Total annual fund raising/dona:tions/sponsorships received by your organization:
In fiscal year 2018 (10/1/2017 - 9/30/2018) to support was $1,286,907. This includes $382,000 in
realized bequests.
Brief description of program,or activity for which you are seeking a grant:
The Argyros Girl Scout. Leadership Center, named after community leaders, George and Julia Argyros,
serves Orange County's nearly 21,000 Girl Scouts as an unofficial STEM headquarters for Girl Scout
programs. Visits to the GSLC provide girls from all cultures and backgrounds extraordinary opportunities
to practice leadership the Girl Scout way, like a G.I.R.L. (Go-getter, Innovator, Risk -taker, Leader)TM, as
they explore exciting 21st Century careers and learn how they can take action to make the world a better
place. Funding will help support on going maintenance of the building and INSPIRE program technology.
Explain how your program or activity serves, involves or engages Newport Beach residents (150 -
word maximum):
There are more than 800 girl and nearly 500 adult members of Girl Scouts of Orange County in
Newport Beach. One of the cornerstones of the Girl Scout program in community service, girls
desire to contribute to the world in purposeful and meaningful ways, learn how to identify problems in
the community, and create "action plans" to solve them. In fact, Girl Scouts are twice as likely as
non -Girl Scouts to identify and solve problems in their communities. After participating in INSPIRE,
89% of survey respondents indicate that the program showed them how to, and the importance of
getting involved to make a lasting impact in their community.
The request for City of Newport Beach support must include a list of other City
Yes
No
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
requested from each:
Amount of financial assistance received last year (FY 17-18) from the City of Newport Beach
(if any): $
In FY2017-18 Girl Scout of Orange County received $500 from Council Member Diane Dixon's
discretionary fund.
Amount of financial assistance requested FY 18-19: $
$10,000
A detailed description of how the FY 18-19 grant money would be spent:
All fund would be used for ongoing maintenance of the GSLC building and technology of the
INSPRIE program. Including but not limited to: repainting, addition of interior signage, repair and
replacement of INSPIRE tablets and hardware.
Does your organization work with minor children?
Yes
No
If yes, do you require background checks for employees and volunteers?
Y�
No❑
Please explain:
GSOC Volunteers are screened using Asurint, a background check and screening company. They
are screened for county specific and national criminal background and sex offender registry. Durring
all Girl Scout activities, volunteers are required to maintain an adult to girl ratio of approximately 1:6,
depending on the ages of the girl participants.
As your organization's representative, please check the box below and type your name in the line
below.
❑✓ 1 acknowledge that submission of this application does not guarantee that my organization
will receive City support.
Name: Bradley Wedekind-Flores
Attach event budget and submit the completed application no later than Friday, November 16, 2018
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