HomeMy WebLinkAboutC-8082-8B - Grant Agreement for Special Event Support Program FY 23-24 - Newport-Mesa Spirit Run7V1
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GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
1ti'J NEWPORT-MESA SPIRIT RUN, INC.
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 -Mesa Spirit Run, Inc., a California non-
profit corporation located at 806 Bison Avenue, 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 -Mesa Spirit Run ("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 Thirty Thousand Dollars and
00/100 ($30,000.00) ("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 Thirty Thousand Dollars
and 00/100 ($30,000.00) 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.
Newport -Mesa Spirit Run, Inc. 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
Newport -Mesa Spirit Run, Inc. 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
Newport -Mesa Spirit Run, Inc. 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, 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 -Mesa Spirit Run, Inc. 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: Diane Daruty
Newport -Mesa Spirit Run, Inc.
806 Bison Avenue
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 -Mesa Spirit Run, Inc. 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 -Mesa Spirit Run, Inc. 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 -Mesa Spirit Run, 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: 1Z3
AdiiVn C. Harp
City Attorney
ATTEST:
Date: /-.2,_ 10.2p13
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: �7I!i)z?,
r� By:
S ev n
f2y�Z Rec a ' n and Senior Services Director
3
�FoRN\i
Attachment: Exhibit A: Grant Proposal
GRANTEE: Newport -Mesa Spirit Run,
Inc., a California non-profit corporation
Date:
Signed in Counterpart
By:
Diane Daruty
Chief Executive Officer
Date:
Bv: Signed in Counterpart
Raylene Groves
Chief Financial Officer
[END OF SIGNATURES]
Newport -Mesa Spirit Run, Inc. 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: X124i
By. Jvtmt (�"
A , n C. Harp
City Attorney Viy/'3
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 -Mesa Spirit Run,
Inc., a California non-profit corporation
Date: !-A 6 ty 1 >- 3_
8y:
Diane Daruty
Chief Executive Officer
Date: ! _--� l i I) '23
By.
Ra n raves
Chief Fi ncial Officer
[END OF SIGNATURES]
Newport -Mesa Spirit Run, Inc. Page 8
Exhibit A
Newport -Mesa Spirit Run, Inc. Page A-1
Name of Applicant Organization:
Newport -Mesa Spirit Run, Inc.(NMSRI)
First Name
Diane
Last Name
Daruty
Title / Affiliation:
Chairman NMSRI, President & Race Director Spirit Run
Full Mailing Address of Organization:
806 Bison Avenue, Newport Beach, CA 92660
Phone Number
9493227949
Email Address
dianedaruty@sbcglobal.net
Type of Nonprofit Entity:
501(c)(3) public benefit corporation
State of California Entity Number (if applicable):
27-4410366
Part A - Officer Title
President I Chair of the Board
Part A- Officer Name
Diane Daruty
Part B- Officer Title
Chief Financial Officer
Part B - Officer Name
Raylene Groves
Entity Address (if different from applicant):
PO Box 7241, Newport Beach, CA 92658
Name of Event:
40th Annual Spirit Run
Event Date(s):
3/17/24
Is this an annual event?
yes
Event location(s)/venue(s) in Newport Beach:
Fashion Island, Newport Beach
Is at least 51 percent of this event - in its entirety - within
Yes
Newport Beach?
Media Impressions:
In 2023, Spirit Run ran online advertisements in StuNewsNewport.com and BringBacktheMile.com. Ads ran for 3
months in Stu News and reached 25,000-30,000 unique readers per month. Spirit Run had about 500 page views
on the BringBacktheMile.com website and 1200 views on its Twitter account. Spirit Run also ran weekly stories in
Stu News Newport about various event features and beneficiaries.
Spirit Run has its own website at newportspiritrun.org and its registration platform, RunSignUp.com, also hosts a
Spirit Run website. Beginning approximately five months before each event, Spirit Run sends weekly email blasts
to its database of former and current registrants regarding event features and with promotions.
Type of event (Check one):
Other Community Road Racing & Expo Event
Total Participants
3000
Have you previously received City supportfor this or any other
Yes
event sponsored by your organization?
If yes, please list the event(s), year(s) and amount(s):
2011$7,500
2012 $14000
2013 $14000
2014 $14000
2015 $15000
2016 $14000
2017 $14000
2018 $14000
2019 $14000
2020 $15,000
2021$20,000 (approved but not used because of Covid shutdown)
2022 $21,000
2023 $21,000
Approximate impact on Newport Beach businesses:
Newport Beach businesses become Spirit Run sponsors and in return enjoy marketing, goodwill, and other
benefits. They also become expo vendors and market directly to registrants and spectators at the event.
Registrants outside Orange County travel to Spirit Run and some stay in Newport Beach hotels, dine in Newport
Beach restaurants, and/or purchase at Newport Beach stores.
Is there a fee to enter the event? If yes, what is the amount of the
There are fees ($25-$115) to enter the races and to purchase items in the event expo. However, NMSRI provides
fee?
scholarships for entry fees to qualified Newport Mesa students and to other children on a case by case basis.
There is no fee for people not participating in a Spirit Run event to watch the races or to enter the expo.
Portion of money raised or made donated:
After paying event expenses and maintaining cash for next event, NMSRI donates all net proceeds. Since it first
presented Spirit Run 2011, NMSRI has donated roughly $415,000 to participating school and causes.
Describe what, if any, portion of the event is FREE to the public.
Most activities, food, and entertainment in the event day expo are free of charge to participants and spectators.
Further, the general public is invited to watch and cheer on participants in the various road races, free of charge.
Brief Description of Event (150-word maximum, include any
Spirit Run is a road race and expo event on Sunday between 6:30 and 11:00 a.m. at Fashion Island. Courses run
anticipated impacts such as road closures, traffic control,
along Newport Center Drive, starting and ending near San Miguel and Newport Center, with the expo next to the
amplified sound and if any portion of the event will be on public
finish line. Spirit Run offers multiple youth events for toddlers to high schoolers including the unique Youth Sk;
property such as parks, streets, sidewalks):
adult mile races; adult 5k; human/dog mile for age 13 & older; and mile and 5k walks for adults and families.
In 250 words or less, explain how your event will meet or exceed
Celebrating 40 years, Spirit Run is a tradition that gives Newport Beach residents a sense of civic pride and
any or all of the seven Signature Event Evaluation Criteria (see
ownership. Adult residents who enjoyed Spirit Run during elementary school now share the experience with their
Special Event Support Program Overview):
kids.
Spirit Run enhances the quality of life within Newport by promoting exercise. The pandemic made us keenly
aware of our need for exercise to build our immune systems. Spirit Run offers running and walking events for
every age, to enjoy individually, with family, or with a dog. Event net proceeds benefit schools and other youth
causes including NB Junior Guards.
Spirit Run provides the City economic benefits. One, the City's logo appears on Spirit Run's website, shirts,
banners, and more, and the City receives event day exposure including starting races and announcements. Two,
Camp Newport hosts its expo at Spirit Run, saving staff hours and attracting more attendees than when staff
hosted it elsewhere themselves. Three, Spirit Run promotes Newport Beach Junior Guards.
With courses along the tree lined streets surrounding Fashion Island, Spirit Run highlights Newport as "a highly
desirable place to live, visit, and recreate." Spirit Run draws competitors from California and beyond, including
world -class athletes from as far as Canada.
As sponsors, Newport businesses enjoy marketing and other benefits. Businesses host expo booths and market to
attendees.
NMSRI's Board members are unpaid volunteers and experienced attorneys, actuaries, and CPAs. They have
managed Spirit Run since 2010, generating net proceeds each year. In total, NMSRI has donated roughly $415,000
to its beneficiaries.
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
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:
Diane Daruty
Attach a copy ofthe complete event budget.
https://fs23.formsite.com/citVofnb/files/f-9-45-
11320157_16uut7fC_2024_city_grant_applic budget_2024_budget and 2022_and_2023_actuals_for_applicatio
n_final.xlsx
Attach the proposed measurable objectives and performance
measures for the event.