HomeMy WebLinkAboutC-8082-5D - Grant Agreement for Special Event Support Program FY 22-23 - Newport to Ensenada Racen
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GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NOSA, INC.
This Grant Agreement ("Agreement") is entered into this 1st day of July, 2022
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and NOSA, Inc., a California nonprofit corporation
located at 421 Vista Suerte, Newport Beach, California 92660 ("Grantee"). City and
Grantee are at times individually referred to as "Party" and collectively as "Parties" herein.
RECITALS
A. It is the policy of the City Council that the City's budget specifically allows the City
Council to direct revenue towards non-profit agencies, community groups,
community events, or enhancement projects with worthy projects or programs
which the City Council deems beneficial to the residents' quality of life.
B. Grantee requested a grant from the City for the Newport to Ensenada International
Yacht Race ("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 on or before June 30, 2023.
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.
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"):
NOSA, Inc. Page 1
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
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).
NOSA, Inc. Page 2
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 agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including budget -
to -actual -comparisons.
4.6. 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.
4.7. If Grantee has supported Political Action Committees(s) (PACs) during the past
three (3) years, the Grantee shall hire an independent auditor to perform limited, agreed -
upon testwork procedures to provide City assurance that City sponsored event profits did
not subsidize the funding of Political Action Committees (PACs) and event proceeds were
adequately segregated from funds used to support PACs. Agreed upon procedures may
include a review of a detail list of the past three (3) years of PAC contributions and
expenditures, including:
a. An identifying donor number, date and amount of each reported
contribution; and
b. A detail of expenditures sufficient enough to determine that the
expenditures were solely for PAC -related expenses; and
c. Any retained earnings or fund balance at the end of each fiscal year.
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.
NOSA, Inc. Page 3
6. INDEMNIFICATION
6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers, and
employees (collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a "Claim"; collectively, "Claims"), which may arise from or in any manner relate (directly
or indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or
omissions of Grantee, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them).
6.2. Notwithstanding the foregoing, nothing herein shall be construed to require
Grantee to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorney's fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Grantee.
7. GRANTEE INDEPENDENCE
In the performance of this Agreement, the Grantee, and the agents and employees of
Grantee, shall act in an independent capacity and are not officers, employees or agents
of the City. The manner and means of performing the Approved Uses are under the
control of Grantee, except to the extent they are limited by statute, rule or regulation and
the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to
constitute approval for Grantee or any of Grantee's employees or agents, to be the agents
or employees of City. Grantee shall have the responsibility for and control over the means
of performing the Approved Uses, provided that Grantee is in compliance with the terms
of this Agreement. Anything in this Agreement that may appear to give City the right to
direct Grantee as to the details of the performance or to exercise a measure of control
over Grantee shall mean only that Grantee shall follow the desires of City with respect to
the results of the Approved Uses.
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
NOSA, Inc. Page 4
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: Recreation and Senior Services Director
Recreation and Senior Services Department
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: Peter Bretschger
NOSA, Inc.
PO Box 7455
Newport Beach, CA 92658
10.TERMINATION
10.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses
to perform any duty required by the Agreement or performs in a manner inconsistent with
the terms, conditions and restrictions in this Agreement. In such event, City shall give
Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall
be entitled to terminate this Agreement if Grantee has not cured the default within the
thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement
if the default cannot be cured through corrective action. If terminated for cause, Grant
Funds shall be returned to the City pursuant to Section 5. This Agreement is made on an
annual basis, and as such is subject to non -renewal at its termination.
10.2. Termination without Cause. City may terminate this Agreement at any time
with or without cause upon seven (7) days written notice to Grantee, any remaining Grant
Funds in Grantee's possession at the time of termination shall be returned to City
pursuant to Section 5.
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.
NOSA, Inc. Page 5
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. Controllinq 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]
NOSA, Inc. Page 6
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:--? 3® /,9z)
By: Irar)
Aar6h C. Harp-��
City Attorney
ATTEST -
Date:
„ �^
Date:
MIA, 1.
rown M
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
G K. Leung
CRtyManager
GRANTEE: NOSA, Inc., a California
nonprofit corporation
Date:
Signed in Counterpart
By. -
Mary Bacon
Chief Executive Officer
Date:
By:
Signed in Counterpart
Judith Carol Foster
Secretary
[END OF SIGNATURES]
NOSA, Inc. 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: 71
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By: Arl By:
Aa C. Harp 'I-1` Grace K. Leung
City Attorney City Manager
ATTEST:
Date:
Bv:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
GRANTEE: NOSA, Inc., a California
nonprofit c oration
Dater�—
By:
Mary B
Chief Executive Officer
Date:
dith Carol Foster
Secretary
[END OF SIGNATURES]
NOSA, Inc. Page 7
Exhibit A
NOSA, Inc. Page A-1
Name of Applicant Organization:
Newport Ocean Racing Association
First Name
Peter
Last Name
Bretschger
Title / Affiliation:
Chief Marketing Officer
Full Mailing Address of Organization:
P.O. Box 7455, Newport Beach, CA 92658
Phone Number
949-887-0420
Email Address
info@nosa.org
Type of Nonprofit Entity:
501 (c) 3
State of California Entity Number (if applicable):
Part A - Officer Title
President
Part A - Officer Name
Mary Bacon
Part B - Officer Title
Chief Financial Officer
Part B - Officer Name
Nina Manning
Entity Address (if different from applicant):
PO Box 7485 Newport Beach, CA 92658
Name of Event:
Newport to Ensenada Internatinal Yacht Race
Event Date(s):
April 28 -30, 2023
Is this an annual event?
yes
Event locations)/venue(s) in Newport Beach:
Bahia Corinthian Yacht Club, Balboa Yacht Club, Newport Harbor Yacht Club, Marina Park, Newport Pier
Is at least 51 percent of this event - in its entirety -
within Newport Beach?
Yes
Media Impressions:
1.5 million
Type of event (Check one):
Community
Total Participants
1500
Have you previously received City support for this or
any other event sponsored by your organization?
Yes
Newport to Ensenada Race 2021: $10,000
Newport to Ensenada Race 2019: $10,000
Newport to Ensenada Race 2018: $10,000
Newport to Ensenada Race 2017: $10,000
Newport to Ensenada Race 2016: $10,000
If yes, please list the event(s), year(s) and amount(s):
Newport to Ensenada Race 2015: $10,000
Participants and support crews travel from all over the country to gather for the race. as either a boat owner, crew, or shore
support. Nearly 60% of the people come from outside Orange County. The Race draws nearly 200 boats with an average of eight
(8) sailors per boat. Average stay for out of town guests is two nights with a daily spend rate (restaurant and hotel of $180 x 960
_ $172,800. Visiting boats may stay up to three nights prior to the race. 120 boats x $60 night = $21,600. An estimated 4,000 -
5,000 people associated with the race visit Newport Beach the week before spending an average of $50 on restaurants/gifts =
Approximate impact on Newport Beach businesses:
$200,000. Total economic impact is roughly $400,000.
Is there a fee to enter the event? If yes, what is the
amount of the fee?
There is an entry fee of $240/boat
Portion of money raised or made donated:
10%
Describe what, if any, portion of the event is FREE to
Sail away party at Bahia Corinthian Yacht Club, Race observation from Newport Pier & Inspiration Point. Yachtman's Lunch the
the public.
week before. Various send off parties at different marinas prior to the race.
Brief Description of Event (150-word maximum, include
any anticipated impacts such as road closures, traffic
control, amplified sound and if any portion of the event
will be on public property such as parks, streets,
The 2023 event will include a week of local activities at various venues as noted above. It may include sounds off Newport Pier
sidewalks):
from 11am - 2pm. Viewing is from the Newport pier and areas above Corona del Mar State Beach.
2023 will mark the 75th Annual Newport to Ensenada Yacht Race. It is the largest sailing event on the West Coast with nearly
200 yachts participating on three different race courses. With over 1,500 participants, they will take advantage of of various
services in Newport Beach from Hotels to restaurants, to grocery stores, to hardware stores and marine supplies. the event will
draw roughly 4,000 people during the prior week. Local businesses such as West Marine, Farmer & Merchants Bank, Sterling
BMW, Ruby's, Marriott, the Sea Base, Marina Park and all local yacht clubs have been supporters of the race week events. This
In 250 words or less, explain how your event will meet
event brings State and Mexican dignitaries to Newport Beach for pre -race social events. The event helps sponsor charitable
or exceed any or all of the seven Signature Event
activities in Ensenada that includes a school for Autistic Children. There is positive extensive media coverage of the event from
Evaluation Criteria (see Special Event Support Program
LA Times, OC Registers, KNX, national sailing publications and many online social media sites and bloggers. The general themes is
Overview):
that Newport Beach is an ideal destination for recreational sports, outdoor activities and an idyllic town with rich nautical roots.
Anticipated Event Attendance (Indicate participants vs.
spectators, if applicable):
If the Applicant conducts similar events elsewhere,
please provide details including: where, when, safety
issues, and if applicable, why the event left its previous
location (100-word maximum):
The request for City support must include a list of other
City entities or groups (e.g., City Arts Commission, a
Business Improvement District, Library support group,
etc.) from which the applicant is seeking financial
support. Are you seeking financial support from other
City entities?
No
If you answered yes above, please list the entities or
groups and the amount of financial support requested
from each:
I acknowledge that, if awarded funding, my organization will have to enter into a grant agreement with the City. 1 I have read the
updated City of Newport Beach Special Event Support Program Overview, including the eligibility, qualification and evaluation
criteria. I I acknowledge that submission of this application does not guarantee the event will receive City support. I I have
attached a complete event budget showing anticipated revenue and expenses (attach using link below). Note: Your application
will be deemed incomplete if a budget is not included with your application. I Grantee shall conduct background checks for all of
As your organization's representative, please verify the
its volunteers and employees who work with minor children in relation to any project described in Grantee's Grant Proposal. To
below by checking the corresponding boxes and then
the extent applicable and if requested, Grantee shall provide the City certification that it has complied with this requirement
type your name in the field below. 1pnor
to the receipt of Grant Funds.
Name:
Peter Bretschger
Attach a copy of the complete event budget.
httPs:Hfs23.formsite.com/cityofnb/files/f-9-45-13549426 vAApjE7x_NOSA Proposed_Budget= 2022.pdf
Attach the proposed measurable objectives and
performance measures for the event.