HomeMy WebLinkAboutC-8082-1C - Grant Agreement for Special Event Support Program FY 23-24 - Newport Beach Film FestivalN
O� GRANT AGREEMENT
O BETWEEN THE CITY OF NEWPORT BEACH AND <
NEWPORT BEACH FILM FESTIVAL
V
This Grant Agreement ("Agreement") is entered into this 13th day of June, 2023
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and Newport Beach Film Festival, a California non-
profit corporation located at 2000 Quail Street, Newport Beach, CA 92660 ("Grantee").
City and Grantee are at times individually referred to as "Party" and collectively as
"Parties" herein.
RECITALS
A. It is the policy of the City Council that the City's budget specifically allows the City
Council to direct revenue towards non-profit agencies, community groups,
community events, or enhancement projects with worthy projects or programs
which the City Council deems beneficial to the residents' quality of life.
B. Grantee requested a grant from the City for the Newport Beach Film Festival
("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 Hundred and Forty
Thousand Dollars and 00/100 ($140,000.00) ("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 Hundred and Forty
Thousand Dollars and 00/100 ($140,000.00) 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, 2024, unless terminated earlier as provided
herein.
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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
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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
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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, 2024, 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
Newport Beach Film Festival 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: Gregg Schwenk
Newport Beach Film Festival
2000 Quail Street
Newport Beach, CA 92660
10.TERMINATION
10.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses
to perform any duty required by the Agreement or performs in a manner inconsistent with
the terms, conditions and restrictions in this Agreement. In such event, City shall give
Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall
be entitled to terminate this Agreement if Grantee has not cured the default within the
thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement
if the default cannot be cured through corrective action. If terminated for cause, Grant
Newport Beach Film Festival 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
Newport Beach Film Festival 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]
Newport Beach Film Festival 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: q /p s
By: �tl
A r n C. Harp
Ci y Attorney
ATTEST:
Date: 1-2420-3
By:
Leilani I. Brown
City Clerk /c w F��•.��
Z�rF
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: � ' ��-
Sea ` evi,n
Recreation nd Senior Services Director
GRANTEE: Newport Beach Film
Festival, a California non-profit
corporation
Date:
Signed in Counterpart
By:
Greg Schwenk
Chief Executive Officer
Date:
Signed in Counterpart
By:
John Link
Chief Financial Officer
[END OF SIGNATURES]
Newport Beach Film Festival Page 8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEYS OFFICE
Date: Vz'/Z.3
By: 1 �7
A r n C. Harp
Ci An
Zy�Z3
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Sean Levin
Recreation and Senior Services Director
GRANTEE: Newport Beach Film
Festival, a California non-profit
corporationq//����
Date:
B�[;
Greg Schwenk
Chief Executive Officer
Date:��
By:
J hn Link
C 'Financial Officer
[END OF SIGNATURES]
Newport Beach Film Festival Page 8
Exhibit A
Newport Beach Film Festival Page A-1
Name of Applicant Organization:
Newport Beach Film Festival
First Name
Gregg
Last Name
Schwenk
Title / Affiliation:
CEO/Co Founder
Full Mailing Address of Organization:
2000 Quail Street, Newport Beach, CA 92660
Phone Number
949-253-2880 x 224
Email Address
gregg.schwenk@newportbeachfilmfest.com
Type of Nonprofit Entity:
501(c)3 Corporation
State of California Entity Number (if applicable):
Part A - Officer Title
Chair of the Board
Part A - Officer Name
Gregg Schwenk
Part B - Officer Title
Chief Financial Officer
Part B - Officer Name
John Link
Entity Address (if different from applicant):
3 Park Plaza, #1700, Irvine, CA 92614
Name of Event:
Newport Beach Film Festival
Event Date(s):
October 12-19, 2023
Is this an annual event?
yes
Event location(s)/venue(s) in Newport Beach:
Regal Big Newport, THE LOT, The Port Theater, Fashion Island, Sherman Gardens, Lido Marina Village, Balboa
Bay Resort, Resort at Pelican Hill, VEA Newport Beach, Land Rover/ Aston Martin
Is at least 51 percent of this event - in its entirety - within
Yes
Newport Beach?
Media Impressions:
The Newport Beach Film Festival generated approximately 1 billion media impressions including LA Times,
Associated Press, People Magazine, Rolling Stone, Harper's Bazaar, Variety, Hollywood Reporter, Daily Mail,
Deadline, Screen Daily, OC Register, MovieMaker Magazine, USAToday, PSB SoCal and Entertainment Tonight.
Type of event (Check one):
Art/Culture
Total Participants
48000
Have you previously received City support for this or any other
yes
event sponsored by your organization?
If yes, please list the event(s), year(s) and amount(s):
From 2000 - 2022 We have received amounts ranging from $50,000 to $150,000.
Approximate impact on Newport Beach businesses:
Previous studies done by Visit Newport Beach and UCI have demonstrated historically that the festival generates
an estimated income to our immediate area of upwards of $10,000,000. The Festival spends in excess of
$600,000 to produce events throughout the City of Newport Beach for this eight -day event. Customer spending
by Festival attendees in tourism related businesses in Newport Beach including restaurants, lodging, retail,
transportation, as well as spending on other local goods and services, contributes to the economic vitality of The
City of Newport Beach
Is there a fee to enter the event? If yes, what is the amount of
Yes. Fees range from $0 to $750. The fee for general admission is $20 and an All Access Pass is $750
the fee?
Portion of money raised or made donated:
As a 501(c) 3 corporation all funds are used to produce the eight day festival
Describe what, if any, portion of the event is FREE to the public.
Special screenings, seminar series and other selected events. We also have a program with Turnaround kids -
they can enjoy the Festival experience
Brief Description of Event (150-word maximum, include any
Celebrated as the largest international cinema event in coastal Southern California, the 24th Annual Newport
anticipated impacts such as road closures, traffic control,
Beach Film Festival will present an adventurous program of films and cultural events throughout the City of
amplified sound and if any portion of the event will be on public
Newport Beach. During its eight -day run, the Festival will host red carpet premieres, international spotlight
property such as parks, streets, sidewalks):
screenings, educational film programs, interactive conversations with filmmakers, talent and musical
performances. The Festival brings filmmakers, artists, celebrities, enthusiastic audiences of all ages, film
industry, business professionals and international dignitaries to Newport Beach to enjoy the ultimate Festival
experience. In 2023, the Festival will host an Opening Night Gala featuring live entertainment and culinary
tastings from Newport Beach restaurants. Each year the Festival partners with a number of Newport Beach
based non-profit organizations: the Environmental Nature Center, Newport Bay Conservancy, Newport Beach
Public Library Foundation, Ben Carlson Memorial & Scholarship Foundation, the Friends of Newport Beach
Animal Shelter with opportunities to co -present screenings.
In 250 words or less, explain how your event will meet or exceed
The Newport Beach Film Festival provides economic and marketing benefits, as well as cultural enrichment to
any or all of the seven Signature Event Evaluation Criteria (see
our community. Over 30% of the 48,000 attendees come from outside the local market to enjoy Newport
Special Event Support Program Overview):
Beach's hospitality, shopping, culinary and recreational offerings. The Festival provides an "off season" boost to
the local economy by attracting guests who utilize our City's hotels, restaurants and retail establishments. The
Festival works directly with Visit Newport Beach to place our domestic and international filmmakers and guests
at hotels and resorts in Newport Beach. A sampling of participating Newport Beach restaurants include
Muldoon's Irish Pub, Fleming's Prime Steakhouse, Great Maple, Cucina Enoteca, Sugar & Spice, The Jetty and
Bear Flag. The Festival's events spotlight distinct Newport Beach locations including Fashion Island, Sherman
Library & Gardens, The Resort at Pelican Hill, Lido Marina Village, the Balboa Bay Resort, VEA Newport Beach
Marriott, Land Rover/Aston Martin, Regal Big Newport, The New Port Theater and THE LOT. The Festival utilizes
best practices in the planning for marketing and overall event logistics. This coordination amplifies the brand
equity Of Newport Beach as a key destination for both the regional drive market and the International luxury
travel market. The Festival has partnered with Visit Newport Beach and Variety to present high visibility
entertainment events both locally and internationally, including 30 Actors to Watch,10 Brits to Watch, and UK
Honors in London. The NBFF shines a spotlight on our city as a unique place to live, work and enjoy life.
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 (300-word
maximum):
The request for City support must include a list of other City
No
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?
If you answered yes above, please list the entities or groups and
the amount of financial support requested from each:
As your organization's representative, please verify the below by
I acknowledge that, if awarded funding, my organization will have to enter into a grant agreement with the City.
checking the corresponding boxes and then type your name in
I have read the updated City of Newport Beach Special Event Support Program Overview, including the eligibility,
the field below.
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 its volunteers and employees who
work with minor children in relation to any project described in Grantee's Grant Proposal. To the extent
applicable and if requested, Grantee shall provide the City certification that it has complied with this
requirement prior to the receipt of Grant Funds.
Name:
Gregg Schwenk
Attach a copy of the complete event budget.
https://fs23.formsite.com/cityofnb/files/f-9-45-13553691_cwOBcxOp NBFF_City_Grant.pdf
Attach the proposed measurable objectives and performance
measures for the event.