HomeMy WebLinkAboutC-8281-24 - Community Programs Grant Agreement FY 22-23Zr
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GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
ORANGE COAST COLLEGE FOUNDATION
This Grant Agreement ("Agreement") is entered into this 7th day of July, 2022
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and ORANGE COAST COLLEGE FOUNDATION,
a California corporation located at 2701 Fairview Road, Costa Mesa, California 92626
("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 providing support for recruitment
efforts at Orange Coast College for the next generation of mariners ("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 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, 2023, unless terminated earlier as provided
herein.
ORANGE COAST COLLEGE FOUNDATION 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.
ORANGE COAST COLLEGE FOUNDATION 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
ORANGE COAST COLLEGE FOUNDATION 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, 2023, 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
ORANGE COAST COLLEGE FOUNDATION 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: Sarah Hirsch
ORANGE COAST COLLEGE FOUNDATION
2701 Fairview Road
Costa Mesa, California 92626
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
ORANGE COAST COLLEGE FOUNDATION 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.
ORANGE COAST COLLEGE FOUNDATION 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]
ORANGE COAST COLLEGE FOUNDATION Page 7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN Y'S OFFICE
Date. O 2®2
Aaron C. Harp
City Attorney
ATTEST:
Date-.— ?•oo
By:
Leilani I. Brown
City Clerk
C,
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: �1p�?D�L
By:
G c . Leung
Manager
GRANTEE: ORANGE COAST COLLEGE
FOUNDATION, a California corporation
Date:
Signed in Counterpart
Douglas C Bennett
Chief Executive Officer
Date:
Signed in Counterpart
Bv:
Richard Pagel
Chief Financial Officer
[END OF SIGNATURES]
ORANGE COAST COLLEGE FOUNDATION Page 8
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:
A
A ra on C. HaFp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: _
By:
Grace K. Leung
City Manager
GRAN :ORANGE
FOUN A ION, a � i,,
Date: 7 �,
By:
Dougl C Bennett
Chief Executive Officer
Date:
1AST COLLEGE
is corporation
By' --- —
Richard Pagel
Chief Financial Officer
[END OF SIGNATURES]
ORANGE COAST COLLEGE FOUNDATION Page 8
Exhibit A
Grant Proposal
ORANGE COAST COLLEGE FOUNDATION Page A-1
Community Grant Application
Reference #
Status
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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:
Entity Address (if different from applicant):
Name of Program or Service:
Type of Program or Service offered to Newport
Beach residents:
13524394
Complete
Maegen Higgins
Orange Coast College Foundation Marine
Programs
Sarah
Hirsch
Director, OCC Waterfront Campus
2701 Fairview Rd, Costa Mesa, CA 92626
949-205-7352
shirsch3@occ.cccd.edu
Nonprofit
School
1700 W Coast Hwy, Newport Beach, CA 92663
Professional Mariner Training Center - Monthly
Open House Event Series
The Professional Mariner Training Center
monthly Open House events showcase Orange
Coast College's new state-of-the-art facility and
highlight the many classes and programs offered
at the OCC Waterfront Campus. Included is a
Have you previously received City support for
this or a similar program or activity?
tour of the Professional Mariner Training Center,
Full Mission Bridge Simulator demonstration,
Simulator Lab, an overview of the academic
programs offered, information about internships,
certifications, and how to enroll in the different
programs. Members of the community have the
opportunity to walk through the building, speak to
current and former students, staff, and faculty,
and to take the helm of our 360-degree simulated
ship's bridge.
No
Number of Newport Beach residents participating More than 1,700 enrolled in over 600 marine
or receiving services within the past year.
(Please specify numbers by type of service).
education classes, seminars, and lectures
offered during 2021.
Percentage of this program devoted or utilized by 100%
Newport Beach residents:
Total annual fundraising/donations/sponsorships The PMTC received support for the first 6
received by your organization: months of Open House events totaling $2500.00
from the Port of Long Beach. The rest of the
Open House budget is supported by the OCC
Foundation Marine Programs fundraising, which
supports all of OCC's maritime programming.
The extraordinary boating facilities and programs
offered to the public would not be possible
without the partnership between Orange County,
the Coast Community College District, private
donors, and adult education students. The
County provides the site, and the College District
provides all infrastructure, facility maintenance,
instructional programs, faculty, staff, and
management. In a typical year, private donors
fund 50% of the operating budget and the
remaining 50% of the budget is funded primarily
through course fees paid by community boating
Brief description of the program or activity that
serves, involves or engages Newport Beach
residents (150 word ma)dmum):
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 2021-22) from the City of Newport
education students. Grants and industry support
are also important to the bottom line. With the
opening of the Professional Mariner Training
Center, the Coast Community College District
and the Orange Coast College have committed
to additional financial resources.
The need has never been greater for competent
and skilled mariners and OCC's aim is to recruit
the next generation of mariners. To meet this
demand, Orange Coast College is offering
affordable and quality mariner training with up-to-
date and innovative facilities at the Professional
Mariner Training Center. This will benefit the City
of Newport Beach in the future because our
students advance from our programs to careers
on large private and charter yachts, cruise ships,
passenger ferries, whale watch and dive boats,
supply vessels, work boats, tugs, commercial
shipping vessels, and onshore support positions.
Our local industry supporters in the City of
Newport Beach benefit from employing the
program graduates and are always looking for
new graduates as interns or employees.
Graduates can be found working all over the City
of Newport Beach in marine trades.
we
X
Beach (if any):
Amount of financial assistance requested FY
2022-23:
$3000.00
A detailed description of how the request FY
2022-23 grant money would be spent:
Does your organization work with minor
children?
Do you require background checks for
employees and volunteers?
Funds would be used to:
- Introduce prospective students, professional
mariners, and community members to the
Professional Mariner Training Center by hosting
free open house events monthly
- Professionally staff the open house events
- Provide attendees with simulator time
- Welcome attendees with refreshments
- Recruit the next generation of mariners
- Advertise the event to the surrounding
community
Yes
Yes
Please explain how background checks are The Coast Community College District (CCCD) is
processed in your organization: the employer for all OCC Foundation and OCC
Waterfront Campus staff, faculty, instructors, and
volunteers. All CCCD employees including
volunteers, interns, substitutes, short-term,
professional experts, and student assistants are
required to obtain Live Scan fingerprint clearance
prior to beginning assignments.
Live scan is digital fingerprint submission
transmitted electronically to the California
Department of Justice (DOJ). Live scan is an
automated service for criminal history
background checks.
All new academic employees and permanent
classified employees are required to submit and
obtain clearance of Live Scan fingerprinting to be
eligible for employment. The fingerprinting
process is conducted once, at the time of
Attach your Declaration of Grantee. Blank form
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.
onboarding.
The CCCD Chief Human Resources Officer or
designee is responsible for determining what
background
check findings exclude employees from direct
contact with minors.
FinalDeclarationofGrantee.pdf (114 KB)
OCC_Waterfront_Cam pus_Grantee_Letter. pdf
(167 KB)
Which of the following documents regarding Copy of the organization's background check
background checks in your organization are you policy
providing:
Attach one of the following in regards to
Background Check Compliance: Copy of
organization's background check policy; Proof of
compliance with the aforementioned including a
copy or contractrnvoice from background check
firm; List of employees/volunteers receiving
background checks if less than the entire
organization
AP_7337_Fingerprinting.pdf (13 KB)
Attach a copy of the most recent annual financial OCC_Waterfront_Campus_Annual_Financial_
report (FY 2021-22).
Report.pdf (1.54 MB)
Attach a copy of the proposed budget (FY 2022- Open_House_Event_Budget_OCC_Waterfront_
23).
Attach a current Statement of Information filed
Campus.pdf (202 KB)
Corporation---Statement-of-Information-
with the Secretary of State (see sample below): 2021.pdf (140 KB)
Attach a current W-9 (Blank W-9 provided below. w-9_Foundation_2018.pdf (356 KB)
Please fill out, save and then upload here):
As your organization's representative, please • I acknowledge that, if awarded funding, my
verify the below by checking the corresponding organization will have to enter into a grant
boxes and then enter your name in the field
below.
Name:
Signature (Use your mouse to sign)
Last Update
Start Time
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.
Kara Houston on behalf of Sarah Hirsch
2022-05-03 16:11:37
2022-05-03 13:36:57
Finish Time 2022-05-03 16:11:37
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