HomeMy WebLinkAboutC-8281-23 - Community Programs Grant Agreement FY 21-22GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
FRIENDS OF THE SEA LIONS, INC. DBA PACIFIC MARINE MAMMAL CENTER
1
v This Grant Agreement ("Agreement") is entered into this 19th day of July, 2021
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and Friends of the Sea Lions, Inc. doing business
as ("DBA") Pacific Marine Mammal Center, a California nonprofit corporation located at
20612 Laguna Canyon Road, Laguna Beach, CA 92651 ("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 funding to purchase a PAXARMS dart
projecting device (DPD) to assist in fieldwork when responding to whales in
distress ("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 Four Thousand Dollars and
00/100 ($4,000.00) ("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 Four Thousand Dollars
and 00/100 ($4,000.00), 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 at the time of execution of
this Agreement.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until June 30, 2022, unless terminated earlier as provided
herein.
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Pacific Marine Mammal Center Page 1
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. Grantee shall make available to City such Books and Records
upon City's request.
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
Pacific Marine Mammal Center Page 2
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
b. A detail of expenditures sufficient enough to determine that the
expenditures were solely for PAC -related expenses; and
Pacific Marine Mammal Center Page 3
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, 2022, 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-sectarian 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
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
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Pacific Marine Mammal Center Page 4
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: Daniela Moore
Pacific Marine Mammal Center
20612 Laguna Canyon Road
Laguna Beach, CA 92651
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
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Pacific Marine Mammal Center 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
Pacific Marine Mammal Center 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]
Pacific Marine Mammal Center 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 NEY'S OFFICE
Date: 7 1 q j'7'0 -z'1
By: a � � - �-- -6 r
Aaron C. Harp
City Attorney p�.1�
ATTEST:
Date: W20/7.02 /
JLeilani I. Brown
City Clerk
9;��t NEWPORT
Y
Attachment-. Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: / 0,'L 2A
By-.
Gr e . Leung
Cit anager
GRANTEE: Friends of the Sea Lions, Inc.
doing business as ("DBA") Pacific Marine
Mammal Center
Date:
Signed in Counterpart
By:
Peter Chang
Chief Executive Officer
Date:
Signed in Counterpart
By:
Jeffery Byer
Chief Financial Officer
[END OF SIGNATURES]
Pacific Marine Mammal Center Page 8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY OF NEWPORT BEACH,
CITY ATTORN Y'S OFFICE
A California municipal corporation
Date: -2-0 7-1—
Date:
By: �) �,. �
By:
Aaron C. Harp
Grace K. Leung
City Attorney
��j�1 City Manager
ATTEST:
GRANTEE: Friends of the Sea Lions, Inc.
Date:
doing business as ("DBA") Pacific Marine
Mammal Center
Date: 0'7 zi g
By:
By:
Leilani I. Brown
e er C ng
City Clerk
Chief Executive Officer
Date: 7�/lg
By:
J
Chief Financial Officer
Attachment: Exhibit A: Grant Proposal
[END OF SIGNATURES]
Pacific Marine Mammal Center Page 8
Exhibit A
Grant Proposal
Pacific Marine Mammal Center Page A-1
Community Grant Application
Reference #
Status
Login Username
Login Email
By entering my name below, I acknowledge I
have read and understand the overview,
criteria and requirements regarding this grant
(listed above). I hereby accept the terms and
conditions in regards to the City of Newport
Beach Community Programs Grant.
Name of Applicant Organization:
First Name
Last Name
Title / Affiliation:
Full Mailing Address of Organization:
Phone Number
Email Address
Type of Entity (indicate one):
If a Nonprofit Entity, please list type
Name of Program or Service:
12314159
Complete
Daniela Moore
Friends of the Sea Lions Inc DBA Pacific
Marine Mammal Center
Daniela
Moore
Director of Development & Marketing
20612 Laguna Canyon Rd, Laguna Beach CA
92651
949-494-3050
dmoore@pacificmmc.oeg
Nonprofit
501(c)(3)
Animal Care
Type of Program or Service offered to Newport
Beach residents:
Have you previously received City support for
this or a similar program or activity?
Number of Newport Beach residents
Pacific Marine Mammal Center is the only
NOAA-licensed and approved marine mammal
rescue center in Orange County. Because we
provide services along the entire 52 -mile
Orange County coastline, Newport Beach
residents are served by our animal care
operations as well as educational offerings. By
responding to and rescuing wild animals in
need, PMMC is helping not only the animals -
the residents of Newport Beach are also
protected from possible injury and trauma that
might occur when encountering sick or injured
wildlife. On average, 32% of our rescues in
any year occur in Newport Beach - more than
any other city we serve.
Me
45 of 143 total animals were rescued from
participating or receiving services within the Newport Beach and treated by PMMC
past year. (Please specify numbers by type of
service).
Percentage of this program devoted or utilized
by Newport Beach residents:
Total annual
fundraising/donations/sponsorships received
by your organization:
32%
FY2020:
Appeals 5356,479
Events $380,247
Grants $615,453
Gifts $469,739
Memberships/Sponsorships $99;178
Gift Shop Sales $75,310
Program Income S70,514
Bequests $193,282
Other $15,023
TOTAL S2,275,225
Brief description of the program or activity that
serves, involves or engages Newport Beach
residents (150 word maximum):
The request for City of Newport Beach support
must include a list of other City entities, groups
or programs (e.g., CDBG, Discretionary
Funds, Special Event Grants, Small Business
Support Grant, Small Business Relief Grant,
etc.) from which the applicant is seeking
financial support. Are you seeking support
from other City entities?
Amount of financial assistance received last
cycle (FY 2020-21) from the City of Newport
Beach (if any):
Amount of financial assistance requested FY
2021-22:
Established in 1971 as Friends of the Sea
Lions. Inc., the Pacific Marine Mammal Center
(PMMC) is a nonprofit 501(c)3 organization
with a mission to rescue, rehabilitate and
release marine mammals and inspire ocean
stewardship through research; education and
collaboration. PMMC is the sole facility in
Orange County dedicated to the rescue and
rehabilitation of sick and injured marine
mammals. The average rescue rate over our
history is 200-300 animals per year.
PMMC provides a valuable public safety
service to the city, its residents, and the many
visitors that come to enjoy the beaches each
year. By promptly responding to these sick
and injured animals, and by disseminating
information about what to do in the event of a
stranding, we increase public safety by
deterring the public from approaching a
stranded animal, thereby reducing their
chance of being bitten and possibly
contracting a disease from the animal.
No
$0
$6,000
A detailed description of how the request FY
2021-22 grant money would be spent:
Does your organization work with minor
children?
Do you require background checks for
employees and volunteers?
Please explain how background checks are
processed in your organization:
PMMC respectfully requests $6,000 to help
purchase a PAXARMS dart projecting device
(DPD) to assist in our fieldwork when
responding to whales in distress. With this
request, PMMC would own and operate the
4th such system in the world, truly placing us
among the forerunners of marine mammal
rescue and treatment.
Because of their large body mass, whales
require over three times the volume of
medication as seals and sea lions. This new
DPD would be used for mainly two purposes:
1. Administer pain medication and antibiotics
to injured, entangled or disentangled baleen
whales.
2. Administer tranquilizers to entangled whales
prior to disentanglement, calming the animal
and improving the chances of its rapid rescue
and ensuing survival.
The attached budget/quote includes a total
cost of over $18,000. PMMC has already
secured $6,000 from the City of Laguna
Beach. Your support would enable us to
attract the final funding needed.
Yes
Yes
Pacific Marine Mammal Center performs
background checks on all staff and any
volunteer that will be working with children.
The background checks are done through the
Live Scan fingerprinting process. Live Scan is
an inkless electronic
fingerprinting/palmprinting. Live Scan
electronic fingerprints/palmprints are then
forwarded to the California Department of
Justice, allowing state or federal criminal
history results to be received back much more
quickly than traditional
fingerprints. Live Scan results can be received
in as little as 24 to 48 hours.
Attach your Declaration of Grantee. Blank form Declaration_ of_Grantee.pdf ( 175k!
provided below. Please select the form
applicable to your organization (page 1 or
page 2), fill out, save and then upload here.
Attach the letter from your organization (on
letterhead) identifying your background check
process.
Which of the following documents regarding
background checks in your organization are
you providing:
Live_Scan_Fingerprinting._Process_XJXx.pdf
(138k)
List of employees/volunteers receiving
background checks if less than the entire
organization
Attach one of the following in regards to PMMC_Live_Scan_Vols_Form.pdf (577k)
Background Check Compliance: Copy of
organization's background check policy; Proof
of compliance with the aforementioned
including a copy or contract/invoice from
background check firm; List of
employees/volunteers receiving background
checks if less than the entire organization
Attach a copy of the most recent annual
financial report.
Attach a copy of the proposed budget.
Attach a current Statement of Information filed
with the Secretary of State (see sample
below):
Attach a current W-9 (Blank W-9 provided
below. Please fill out, save and then upload
here):
2019_AuditedFS_PMMC.pdf (395k)
C 000185 rcif (4 1k
Staternent_ofJnformat,c,���. )of (21:3k)
PMMC_W9_1 1-20-20.0f (92k)
As your organization's representative, please
verify the below by checking the
corresponding boxes and then enter your
name in the field below.
Name:
Signature (Use your mouse to sign)
Last Update
Start Time
Finish Time
IP
• I acknowledge that, if awarded funding, my
organization will have to enter into a grant
agreement with the City.
• I have read the City of Newport Beach
Community Programs Grant Overview,
including the eligibility, qualification and
evaluation criteria.
• I acknowledge that submission of this
application does not guarantee my
organization will receive City support.
• I have attached a copy of the most recent
annual financial report and proposed budget
(attached above). Note: Your application will
be deemed incomplete if a report and budget
is not included with your application.
• I have attached a current Statement of
Information filed with the Secretary of State
(attached above). Note: Your application will
be deemed incomplete if this is not attached
with your application.
• I have attached a current W-9 (attached
above). Note: Your application will be
deemed incomplete if this is not attached
with your application.
• 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.
Daniela Moore
=_01 QXY�
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2021-05-13 08:44:18