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HomeMy WebLinkAboutC-8082-8B - Grant Agreement for Special Event Support Program FY 23-24 - Newport-Mesa Spirit Run7V1 W N 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.