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HomeMy WebLinkAboutC-3490 - Legislative Advocacy Services Regarding Orange County Air Transportation IssuesCITY OF NEWPORT BEACH AGENDA ITEM NO. 24 TO: HONORABLE MAYOR AND MEMBE F THE CITY COUNCIL FROM: Homer L. Bludau, City Mana OTTMen r owx Dennis Danner, Administrative ervices Director CRY OF wvotiree� DATE: September 24, 2002 S f l 4- [UU2 SUBJECT: AIRPORT GRANTS FINANCIAL REVIEW f4GGi pQS� Ra PoRt RECOMMENDATION Receive, discuss and file the Airport Grants Financial Review Report for the Airport Working Group (AWG) and Citizens for Jobs and the Economy (CJE) dated September 16, 2002. Provide staff with any further direction regarding this matter. DISCUSSION At the July 9, 2002 Council Meeting staff was given direction to prepare for a review of the public information grants awarded to AWG and CJE on May 22, 2001 and October 23, 2001 respectively. Accordingly, on July 16, 2002 letters (attached Exhibits 1 and 2) were sent to both groups requesting certain financial information be returned to the City by August 1, 2002. Both organizations complied with this request for financial information by the specified date. After this information was received, the City contacted the independent certified public accounting firm of Vavrinek, Trine, Day & Co., LLP (Vavrinek) to perform an agreed upon procedures review of this information. The City's initial letter to Vavrinek, dated August 9, 2002, is attached as Exhibit 3. The final agreed upon procedures letter between the City and the accounting firm, received from Vavrinek, dated August 20, 2002, is also attached to this report as Exhibit 4. After the procedures for the review were agreed upon, staff from Vavrinek performed field work over an approximate three week period and provided a draft report to the City on September 12, 2002 that was reviewed with staff on City Hall • 3300 Newport Boulevard • Post Office Box 1768 • Newport Beach, California 92659 -1768 Airpoorants Expenditure Review Page 2 September 13, 2002. The report was finalized on September 16, 2002 and scheduled for discussion at the Council Meeting of September 24, 2002 The Principal from Vavrinek in charge of this engagement, Joe Aguilar, as well as the Supervisor, Roger Alfaro (CPA), will be present at the Council Meeting to report the results of their review as well as to answer any questions the Council may have about the review or its findings. In conclusion, the review performed is known as a "compliance review" to determine whether the grant expenditures conformed to the terms and conditions expressed in the written grant agreement. The firm of Vavrinek, Trine & Co. has provided a written document expressing its findings. However, it is up to the City Council, the party who entered into the grant agreement, to make the final determination based on the information provided in the compliance review and based on its understanding of the intent of the agreement. Attachments i � S • CITY OF NEWPORT BEACH July 16, 2002 P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 Tom Naughton, President Airport Working Group 1048 Irvine Avenue #467 Newport Beach, CA 92660 RE: Grant Agreement with the City of Newport Beach Dated May 22, 2001 Dear Mr. Naughton: Exhibit 1 As you know, the Airport Working Group (AWG) entered into a grant agreement with the City of Newport Beach dated May 22, 2001, in the amount of $3.6 million. As the recipient of this grant, AWG agreed to abide by certain terms and conditions specified by the grant agreement. To validate that all grant expenditures have been made consistent with the terms and conditions of the grant, the Newport Beach City Council has directed City staff to hire an independent accounting firm to review your financial records and other documentation related to the activities of this grant. This review may include inquiries of staff and executive management, inspection of financial and administrative records, compliance testwork, independent confirmations, and other substantive testwork procedures. The auditor will then prepare a letter or opinion detailing their findings and results of testwork procedures that will be made available to the City Manager and Newport Beach City Council. You will be notified whom the City has hired for this engagement and soon thereafter you will be contacted directly by the auditor to schedule this review. In preparation for this review, the City would like to secure a listing of grant expenditures, detailing the date of each individual expenditure item, check number, vendor, the precise nature of services received, and the amount of the expenditure. Please send this grant expenditure listing directly to my attention by August 1, 2002, and certify to its accuracy and completeness, to the best of your knowledge. During fieldwork procedures, the following information should be provided directly to our auditors: 3300 Newport Boulevard, Newport Beach July 16, 2002 Page 2 of 2 1) The identical grant expenditure listing as requested above 2) Copies of monthly bank statements where all grant proceeds and expenditures were recorded 3) Where grant expenditures were for a professional or administrative service, please provide the auditors with the contract, engagement letter, or other synopsis detailing the cost, scope, and specific services the contractor or employee provided 4) Where independent contractors were reimbursed for substantial out -of- pocket costs, the records substantiating the cost and specific nature of product or service reimbursed should also be made available to the auditors 5) Where grant expenditures were used to produce a product (i.e. letter, mailer, video, commercial, or other communication form) a sample of the product should be provided to our auditors 6) Access to all invoices, proposals, cancelled checks, and other financial or grant activity documentation 7) Other related information as requested We trust you will extend our auditors the same courtesy and cooperation you have extended to City staff during past grant inquiries. If you have any questions, please contact Accounting Manager Dan Matusiewicz at 949.644.3126. Very truly yours, Homer Bludau City Manager cc: City Council City Attorney Administrative Services Director 0 CITY OF NEWPORT BEACH July 16, 2002 P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 Bruce Nestande, President Citizens for Jobs and the Economy 949 South Coast Drive #600 Costa Mesa, CA 92626 Exhibit 2 RE: Grant Agreement with the City of Newport Beach Dated October 23, 2001 Dear Mr. Nestande: As you know, Citizens for Jobs and the Economy (CJE) entered into a grant agreement with the City of Newport Beach dated October 23, 2001, in the amount of $300,000. As the recipient of this grant, CJE agreed to abide by certain terms and conditions specified by the grant agreement. To validate that all grant expenditures have been made consistent with the terms and conditions of the grant, the Newport Beach City Council has directed City staff to hire an independent accounting firm to review your financial records and other documentation related to the activities of this grant. This review may include inquiries of staff and executive management, inspection of financial and administrative records, compliance testwork, independent confirmations, and other substantive testwork procedures. The auditor will then prepare a letter or opinion detailing their findings and results of testwork procedures that will be made available to the City Manager and Newport Beach City Council. You will be notified whom the City has hired for this engagement and soon thereafter you will be contacted directly by the auditor to schedule this review. In preparation for this review, the City would like to secure a listing of grant expenditures, detailing the date of each individual expenditure item, check number, vendor, the precise nature of services received and the amount of the expenditure. Please send this grant expenditure listing directly to my attention by August 1, 2002, and certify to its accuracy and completeness, to the best of your knowledge. During fieldwork procedures, the following information should be provided directly to our auditors: 3300 Newport Boulevard, Newport Beach 0 July 16, 2002 Page 2 of 2 1) The identical grant expenditure listing as requested above 2) Copies of monthly bank statements where all grant 'proceeds and expenditures were recorded 3) Where grant expenditures were for a professional or administrative service, please provide the auditors with the contract, engagement letter, or other synopsis detailing the cost, scope, and specific services the contractor or employee provided 4) Where independent contractors were reimbursed for substantial out -of- pocket costs, the records substantiating the cost and specific nature of product or service reimbursed should also be made available to the auditors 5) Where grant expenditures were used to produce a product (i.e. letter, mailer, video, commercial, or other communication form) a sample of the product should be provided to our auditors 6) Access to all invoices, proposals, cancelled checks, and other financial or grant activity documentation 7) Other related information as requested We trust you will extend our auditors the same courtesy and cooperation you have extended to City staff during past grant inquiries. If you have any questions, please contact Accounting Manager Dan Matusiewicz at 949.644.3126. Very truly yours, Homer Bludau City Manager cc: City Council City Attorney Administrative Services Director August 9, 2002 CITY OF NEWPORT BEACH Exhibit 3 ADMINISTRATIVE SERVICES 3300 NEWPORT BLVD. P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (949)6443121 Mr. Joe Aguilar, Principal Vavrinek Trine Day & Co. LLP P.O. Box 4407 Rancho Cucamonga, CA 91729 RE: Airport Grant Agreed Upon Procedures Engagement Dear Mr. Aguilar: The City of Newport Beach entered into grant agreements with two California non - profit public corporations, the Airport Working Group (AWG) and Citizens for Jobs and the Economy (CJE). AWG was granted and received $3.6 million from the City to conduct public outreach activities related to the manner and means of accommodating the current and future air travel and air cargo needs of Orange County including a commercial aviation reuse of the former El Toro air base. CJE was granted $300,000 and received $160,000 to engage in lobbying and legislative activities related to, and in furtherance of, policies of the City concerning the means and methods of meeting Orange County's future air transportation demand. Both parties acknowledged and agreed to certain terms, conditions, and restrictions on the use of these grants. As directed by the City Council, we are requesting an independent accounting firm review the grant agreements and determine if the grantees have complied in all material respects with the terms, conditions, and restrictions of use of the grant funds. On August 1, 2002, and as requested by the City, both grantees reported to the City a listing of all grant expenditures incurred to date, detailing the date, check number, payee, amount, and nature of the expenditure. It is contemplated that this engagement would include both quantitative and qualitative test -work procedures that would substantiate the expenditures reported, validate that the expenditures are fairly represented by their reported description, and test the grantees' compliance with the provisions of the grants. Where it is either not feasible or it is beyond the professional scope of an accounting firm to determine whether certain expenditures meet the terms, conditions, and restrictions on the use of the grant funds, it is contemplated that your firm simply report back to the C,iy the specific expenditures in sufficient detail for the City's legal staff to determine whether said expenditures complied with the provisions and or spirit and intent of the grant. In preparation for this engagement, the City requested the following information be provided directly to the engagement auditors during fieldwork. August 9, 2002 • Page 2 of 2 1) The identical grant expenditure listing remitted to the City on August 1, 2002. 2) Copies of monthly bank statements where all grant proceeds and expenditures were recorded. 3) Where grant expenditure was for a professional or administrative service, the contract, engagement letter, or other synopsis detailing the cost, scope, and specific services the contractor or employee provided. 4) Where independent contractors were reimbursed for substantial out -of- pocket costs, the records substantiating the cost and specific nature of product or service 5) Where grant expenditures were used to produce a product (i.e., letter, mailer, video, commercial, or other communication form) a sample of the product. 6) Access to all invoices, proposals, cancelled checks, and other financial or grant activity documentation. 7) Other related information as requested. You are encouraged to request any and all further documents you deem necessary to complete this engagement. We trust that our grantees will extend to you the utmost professional courtesy and cooperation to perform this engagement. It is understood that this engagement would be billed on a time and materials basis at rates to be approved and accepted by the City prior to its start. It is requested that a good faith estimate of the total cost of this engagement be submitted to the City prior to its start as well. It is contemplated that this engagement would not extend beyond 30 days from the first day of fieldwork to the date a final report is delivered to the City. If necessary, your firm may also be requested to meet with the City Council to explain or further expound upon your engagement findings. It is understood that this engagement would conform to AICPA standards of independence, proficiency, due care, fieldwork, professional conduct, and other industry standards relevant to engagements of this nature. If you have any questions, please contact Dan Matusiewicz of my staff at (949) 644 -3126. Very truly yours, Homer Bludau cc: City Council City Attorney Administrative Services Director 0 0 Exhibit 4 August 20, 2002 Mr. Homer Bludau City of Newport Beach 3300 Newport Blvd. P.O. Box 1768 Newport Beach, CA 92658 -8915 Dear Homer: We are pleased to have the opportunity to provide professional services to the City of Newport Beach ( "the City"). This engagement letter is in response to our recent discussions concerning the educational grants provided to the Airport Working Group ( "AWG ") and Citizens for Jobs & the Economy ( "CJ &E "). The following sections discuss our understanding of the engagement, timing, our professional fees and the nature and limitations of the services we will provide. Our Understanding of the Eneaeement As discussed in our meeting on August 9, 2002, the City requests an independent analysis of expenditures incurred by the AWG and CJ &E on educational grants provided by the City. Specifically, the City requests that expenditures are analyzed for validity, consistency and compliance with the authorized grant agreements. At the City's request, we will perform the agreed upon procedures outlined in the attached Exhibit A in accordance with standards established by the AICPA. Timing We performed preliminary reconnaissance work on August 15, 2002 to ascertain the existence and condition of AWG's and CJ &E's financial records and supporting documentation. As a result, we believe that the engagement requested by the City is feasible and accordingly, we will begin our fieldwork on August 21, 2002. We anticipate that the engagement will require approximately 82 hours including the preliminary work already conducted. We would expect to have our draft report available in approximately 3 to 4 weeks. Deliverable We will present our findings to the City in an agreed upon procedures report. 0' • Homer Bludau City of Newport Beach August 20, 2002 Page 2 Professional Fees Our professional fees for this engagement are based on the skills required and the estimated time required to perform the agreed scope of work. Such fees will be based on the actual time and materials at our hourly rates. A summary of our hourly billing rates is as follows: Approx. Hourly Rate Hours Cost Principal/Partner $170 16 S 2,720 Supervisor $115 48 5,520 Senior $95 18 1,710 82 S 9,950 Based on our understanding of the agreed upon procedures engagement and our anticipated work plans, we estimate that our professional fees will approximate $9.950. We look forward to working with the City on this important engagement. If you have any questions, please do not hesitate to call me at (909) 466 -4410. Sincerely, VAVRINEK TRINE DAY & CO., LLP Joe Aguilar Principal 0 0 City of Newport Beach Agreed Upon Procedures In completing our engagement, Vavrinek, Trine, Day & Co., LLP will perform the following to assist the City: For AWG and CJ &E ( "grant recipients "): i 1) Review the City's authorized grant agreements identifying authorized and prohibited uses of grant proceeds. 2) Identify the deposittreceipt of the City's proceeds in the grant recipients' bank accounts. 3) Identify the nature of any operating transfers between bank accounts and ascertain the impact on the grant expenditures. 4) Summarize the projects (publication, research and media productions) and approximate costs benefiting from the grant proceeds. 5) Prepare a summary of expenditures by vendor noting the dollar magnitude and percentages expended. 6) Identify the dollar magnitude of commissions earned by consultants or vendors on expenditures with grant proceeds. 7) Select a sample of expenditures from the grant recipients' accounting records and perform the following: a. Validate the existence of the expenditure by tracing it from the source ledger to an approved invoice, cancelled check and bank statement b. Compare the nature of the expenditure to the authorized uses in the grant agreement. Note any obvious or potential discrepancies. 8) Summarize expenditures incurred by the grant recipients after February 12, 2002. 9) Review a sample of publications and media spots and ascertain compliance with the grant agreement provisions. 10) Obtain confirmation from the City's oversight attorneys regarding the approval of publications and media spots prior to their dissemination to the public. 11) Select a sample of vendors utilized by the grant recipients and confirm the dollar magnitude and nature of services provided. ' 12) Prepare a schedule of unexpended grant proceeds remaining as of August 20, 2002. 13) Perform limited inquiry to ascertain the nature or existence of related party transactions. Summarize the dollar magnitude of such transactions. • • The scope of our engagement is limited to the above procedures and as a result, we will not ascertain the cost - effectiveness or efficiencies of the expenditures incurred by the grant. Because the above procedures do not constitute an audit conducted in accordance with generally accepted auditing standards, we will not express an opinion on any of the information referred to above. If we perform additional procedures, other matters may come to our attention that will be reported to you. The terms of our engagement are such that we have no obligation to update the report because of events and transactions occurring after the computation period. Agreed to by: YO NEWPORT SEA r Authorized Signat e oug L- ;ajaalo&, Printed Name . u.t X0 20c2 Date Vavrinek, Trine, Day & Co., LLP Partner Printed Name Date i• Vavrinek Trine, Day & Co., LLP Exhibit 5 U"6411w Certified Public Accountants 11, Consultants F a September 16, 2002 City Council City of Newport Beach Newport Beach, California Independent Accountant's Report on Applying Agreed -Upon Procedures We have performed the procedures enumerated below, which were agreed to by the Management of the City of Newport Beach, California ( "the City "), solely to assist you in ascertaining the existence and nature of expenditures incurred by the Airport Working Group ( "AWG ") and the Citizens for Jobs & the Economy ( "CJ &E "), in connection with the City's educational grant agreements dated May 22, 2001 and October 23, 2001, respectively. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the City. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures and associated findings are as follows: 1) Review the City's authorized grant agreements identifying authorized and prohibited uses of grant proceeds. For the AWG grant agreement dated May 22, 2001, it was noted that grant proceeds were intended for the purpose of " informing the public of issues and engaging in other activity relevant to the manner and means of accommodating the current and future air transportation demand in Orange County. - It was also noted that expenditures directly or indirectly to support or oppose a candidate(s) for public office or qualification, passage or defeat of a ballot measure were prohibited. Refer to the excerpt of the AWG grant agreement included at Exhibit A. For the CJ&E grant agreement dated October 23, 2001, it was noted that the funds were intended for the purpose including the engaging in or retaining persons for lobbying and legislative activities related to, and in furtherance of City policies concerning the means and methods of serving current and future air transportation demand in Orange County. We noted that expenditures directly or indirectly to support or oppose a candidate(s) for public office or qualification, passage or defeat of a ballot measure were prohibited. Refer to the excerpt of the CJ &E grant agreement included at Exhibit B. 8270 Aspen street Rancho Cucamonga, CA 91730 Tel: 909.466.4410 Fax: 909.466.4431 www.vtdcpa.com FRESNO . LACUNA HILLS . PLEASANTON . RANCHO CUCAMONGA . SACRAMENTO . SAN JOSE City of Newport Beach September 16, 2002 Page 2 0 2) Identify the deposit/receipt of the City's proceeds in the grant recipients' bank accounts. For AWG, we noted that the grant proceeds in the amount of $3,600,000 were received in two separate and distinct bank accounts. We further noted that the proceeds were not commingled with other AWG funds. For CJ&Z we noted that proceeds in the amount of $150,000 were deposited into a bank account that was separate and distinct from other CJ&E funds. 3) Identify the nature of any operating transfers between bank accounts and ascertain the impact on the grant expenditures. For AWG, we noted operating transfers from the organization's money market account to the checking account to cover disbursements. Further, we noted no compliance related impact of these transfers on the grant expenditures. For CJ&E, we noted no operating transfers, as there was only one bank account. w City of Newport Beach September 16, 2002 Page 3 0 4) Summarize the projects (publication, research and media productions) and approximate costs benefiting from the grant proceeds. For AWG, the detailed projects and related expenditures by project are shown at Exhibit C. The following represents summarized grant expenditures by project category incurred by AWG: Summary of Expenditures by Project Category Publication/Mailing 786,448 TV/Media 1,066,149 Consulting 523,768 Lobbying 85,000 Public Meetings 68,527 Research 289,181 Legal 395,761 Consultant Commissions 379,293 3,594,126 Percentage of Expenditures by Project Category Consultant PublicatioWMailing 22% Legal [t% Research 6% Public Meelingi 2% obyingJ TV/Media 2% 29% ConsuRing [5% 0 0 City of Newport Beach September 16, 2002 Page 4 For CJ&E, there was a total of $120,034 in expenditures. Of this amount $120,000 was used to contract a law firm for lobbying in Washington D.0 and the remaining $34 was incurred for bank charges. 5) Prepare a summary of expenditures by vendor noting the dollar magnitude and percentages expended. For AWG, expenditures by individual vendors are shown at Exhibit D. In summary, expenditures for the top ten vendors are presented below: Vendor Greensttipe Media MTA Inc. Bruce Nestande (Retainer & Conunissions) Cheveliar, Allen & Lichman David Ellis & Assoc., LLC (Retainer & Commissions) Postmaster Petrone Productions, Inc. BBC Research & Consulting David Ellis (Reimbursements/Pass- Through) Kutak Rock, LLP All Other Vendors Total Expenditures Service Provided Acquisition of TV Airtime Publication Products Consulting Services Legal and Research Services Consulting Services Postage Media Production Great Park Feasibility Study Consulting Pass Through Costs Legal and Research Services Various Amount Percentage Fxpended Expended 931,168 25.9 t% 493,874 13.744% 346,622 9.64% 330,134 9.190% 329,647 9.17% 246,309 6.85% 133,903 3.73% 131,224 3.65% 128,415 3.570/. 112,215 3.120/. 410,615 11.42% 3,594,126 100.00% For CJ&E, 99% of the expenditures were incurred for the law firm of Hecht, Spencer & Associates, Inc for lobbying expenses. The remainder related to Wells Fargo bank charges. 0 City of Newport Beach September 16, 2002 Page 5 0 6) Identify the dollar magnitude of commissions earned by consultants or vendors on expenditures with grant proceeds. For AWG, commissions earned by consultants in connection with specific projects are shown at Exhibit A. Total commissions paid to vendors and consultants are summarized below. Vendor David Ellis & Associates, LLC Bruce Nestande Greenstripe Media Commission Commission as a Percentage Basis Amount of Total Expenditures 9% of Gross Deliverable Cost $ 189,647 5.3% 9% ofGross Deliverable Cost 189,647 5.3% 7.5% of Airtime Cost 69,789 1.9% S 449,083 12.5% For CJ&E, it was noted that there were no agreements or arrangements for commissions. Accordingly, no amounts were paid for commissions. 7) Select a sample of expenditures from the grant recipients' accounting records and perform the following: a. Validate the existence of the expenditure by tracing it from the source ledger to an approved invoice, cancelled check and bank statement For AWG, an invoice, cancelled check and corresponding debit in the organization's bank statements supported the expenditures sampled. It was also noted that of the $3,594,126 in expenditures incurred, approximately 74% of the dollar volume was sampled. For CJ&E, an invoice cancelled check and corresponding debit in the organization's bank statements supported the expenditure sampled. It was noted that CI &E had only one disbursement totaling $120,000 to Hecht, Spencer & Associates, Inc. 0 0 City of Newport Beach September 16, 2002 Page 6 b. Compare the nature of the expenditure to the authorized uses in the grant agreement. Note any obvious or potential discrepancies. For AWG, it was noted that the sample expenditures tested were incurred for purposes consistent with the scope and broad terms of the grant agreement dated May 22, 2001 except as stated below: i) It was noted that a disbursement in the amount of $250,000 was paid to Cheveliar, Allen & Lichman for anticipated litigation. We were unable to ascertain the nature or magnitude of the anticipated litigation and therefore cannot conclude on consistency with the grant agreement. Further, we were informed, that as of August 20, 2002 approximately $207,000 was remaining in the legal trust. ii) It was noted for certain professional services vendors (i.e. lobbying or consulting) that tangible and measurable outputs or deliverables were not produced. Therefore, verification of the actual activities performed by these vendors could not be performed. However, it was noted that professional services agreements were maintained by AWG documenting the consultant's scope of work Such agreements and related invoices were for purposes consistent with the scope of the City grant. Vendors and total expenditures for which the above information applied, included the following: • Wilson Research & Strategy- $10,000 • Platinum Advisors - $50,000 • Laura Davies /Saunders - $22,584 iii) We noted that approximately $14,555 in commissions to David Ellis & Associates, LLC and Bruce Nestande were paid on a project that was cancelled by attorneys. The expected costs of the project were never invoiced by the vendor nor paid by AWG and therefore, the commission payments are deemed as potential discrepancies with the grant agreement. For CJ&E, it was noted that $120,000 in payments to Hecht, Spencer & Associates, Inc. pertained to lobbying efforts in Washington D.C. We noted that CJ&E maintained a professional services agreement with the law firm documenting a scope of services that was consistent with the scope of the CJ&E grant agreement dated October 23, 2001. However, it was noted that written summaries of actual activities performed were not provided with monthly invoices. Further, we noted that invoices did not indicate any detail other than "Monthly Service Fee ". Therefore, actual activities performed by the vendor could not be verified. r� U City of Newport Beach September 16, 2002 Page 7 r L 1 8) Summarize expenditures incurred by the grant recipients after February 12, 2002. For AWG, it was noted that approximately $482,192 of expenditures were incurred subsequent to February 12, 2002. Components of these expenditures include Cheveliar Allen & Lichman — legal trust ($250,000), David Ellis & Associates — consulting ($65,119), Bruce Nestande — consulting ($53,330), MTA Inc. -Get Out the Vote ($47,405), Kutak Rock — legal research ($18,616), Consulting Experts — consulting ($16,444), Lara Sanders — consulting ($8,834) and Other vendors — miscellaneous expenses ($22,444). For CJ&E, it was noted that approximately $31,428 of expenditures were incurred for Hecht, Spencer & Associates, Inc. subsequent to February I2, 2002. 9) Review a sample of publications and media spots and ascertain compliance with the grant agreement provisions. For AWG, we reviewed twenty-one publications /media spots or research items noting that each was educational in nature as required by the grant agreement provisions. In accordance with the grant provisions, it was noted that none of the publications sampled were either in favor or opposed to a specifc political candidate or ballot measure. For CJ&E, we noted no publications or media spot deliverables as all costs were incurred for lobbying efforts. 10)Obtain confirmation from the City's oversight attorneys regarding the approval of publications and media spots prior to their dissemination to the public. Confirmations were submitted to the City's oversight attorneys of Reed & Davidson and Strumwasser & Woocher, LLP to obtain representation regarding the approval of media and publications prior to public dissemination. Specifically for Reed & Davidson, it was noted that their response was limited because of the absence of the final physical publications and media spots. Such representation could only be provided upon re- reviewing the final products. It was noted however, that AWG maintained approval representation in the form of faxed sign -offs from both of the City's oversight attorneys for each publication and City of Newport Beach September 16, 2002 Page 8 media spot that was disseminated. These faxed sign -offs indicated that each publication mailer or media spot that was disseminated, had also been approved. For CJ&E, the requirement of attorney oversight was not imposed given the nature of the services and expenditures incurred (i.e. lobbying). 11) Select a sample of vendors utilized by the grant recipients and confirm the dollar magnitude and nature of services provided. For AWG, confirmations were submitted to third party vendors covering $1,785,993 or 50% in total expenditures. As of September 10, 2002, two confirmations were outstanding. As a result, $1,600,769 or 45% of expenditures were confirmed with third party vendors without material discrepancies. For CME, a confirmation was submitted to Hecht, Spencer & Associates for expenditures of $120,000 or 99% of total expenditures incurred. As of September 10, 2002, the confirmation is outstanding. 12) Prepare a schedule of unexpended grant proceeds remaining as of August 20, 2002. For remaining grant proceeds as of August 20, 2002, refer to Exhibits E & F for AWG and CME, respectively. 13)Perform limited inquiry to ascertain the nature or existence of related party transactions. Summarize the dollar magnitude of such transactions. For AWG, we noted that the organization had approximately $330,134 in transactions to Cheveliar, Allen & Lichman. It was noted that Barbara Lichman, Executive Director, is also a partner in this law firm. For CME, we were informed that no related party transactions occurred. E City of Newport Beach September 16, 2002 Page 9 0 We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on the financial records and compliance of the Airport Working Group or Citizens for Jobs & the Economy. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the City Council and management of the City of Newport Beach, California and is not intended to be and should not be used by anyone other than the City. Sincerely, VAVRINEK TRINE DAY & CO., LLP 1 Rancho Cucamonga, California 0 0 City of Newport Beach September 16, 2002 Page 10 Exhibits A Excerpt from AWG Grant Agreement Dated May 22, 2001 B Excerpt from CJ &E Grant Agreement Dated October 23, 2001 C Schedule of Projects Funded with Grant Proceeds D Schedule of Expenditures by Vendor E Schedule of Unspent Grant Proceeds as of August 20, 2002 - AWG F Schedule of Unspent Grant Proceeds as of August 20, 2002 — CJ &E V�City of Newport Beach W Exhibit A Excerpt from AWG Grant Agreement Dated May 22, 2001 public of issues, and engaging in other activity, relevant to the manner and means of accommodating the current and future air transportation demand in Orange County; 704 WHEREAS, the CITY has approved this Grant subject to GRANTEE'S commitment, and appropriate safeguards to ensure, that the Grant funds will not be spent to support or oppose the qualification, passage or defeat of any ballot measure or the election or defeat of any candidate for political office; and WHEREAS, the CITY has also approved this Grant subject to GRANTEE'S commitment that the Grant funds will not be used for any activity that would violate . state or federal statutory or decisional law such as regulations affecting non - profit or tax exempt organizations. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. GRANT CITY agrees to Grant to GRANTEE the sum of three million six hundred thousand dollars ($3,600,000.00). This Grant (Grant Funds) shall be paid in one lump sum of one million eight hundred thousand dollars ($1,800,000.00) and twelve equal monthly installments of one hundred fifty thousand dollars ($150,000.00). The lump sum shall be paid on or before June 1, 2001. The first installment shall be paid on or before June 1, 2001 and the remaining installments shall be paid on or before the first of each of the following eleven (11) months. The Grant Funds shall be used for the purpose of informing the 0 J r�C] public of issues, and engaging in other activity, relevant to the manner and means of accommodating the current and future air transportation demand in Orange County. 2. TERM The term of this Agreement shall commence on May 22, 2001 (the Effective Date) and shall continue in full force and effect until the final installment has been paid and GRANTEE has spent all of the Grant Funds. 3. RESTRICTIONS ON USE OF FUNDS (a) GRANTEE acknowledges that municipal corporations are prohibited from spending, directly or indirectly, public funds to support or oppose candidates for public office. GRANTEE also acknowledges that public funds may not be spent, directly or indirectly, to support or oppose 10 the qualification, passage or defeat of a ballot measure. Accordingly, GRANTEE warrants that the Grant Funds will not be spent, directly or indirectly, to support or oppose a candidate or candidates for public office. GRANTEE further warrants that the Grant Funds will not be spent, directly or indirectly, to support or oppose the qualification, passage or defeat of any ballot measure. Finally, GRANTEE warrants that the Grant Funds will not be spent to prepare or distribute material, or to disseminate information, if it is clear from the surrounding circumstances that the material or information supports or opposes the election of any candidate or the qualification, passage or defeat of any ballot measure. (b) In addition to the commitments in Subsection 3(a), GRANTEE warrants that the Grant Funds will not be spent in a manner that violates any State or Federal statutory or decisional taw applicable to non - profit 1P AWG GRANT AGREEMENT organizations exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code. (c) GRANTEE shall retain legal counsel with at least five years experience in the fields of election law and political law to ensure compliance with the warranties in Subsections 3(a) and 3(b). Legal counsel retained by Grantee shall review all material or information prepared, in whole or in part, through the expenditure of Grant Funds and prior to duplication or dissemination to the public to ensure compliance with all statutory and decisional law governing the conduct of political campaigns and the other restrictions and warranties in this Agreement. GRANTEE may use Grant Funds to compensate special counsel for this specific and limited purpose. (d) To further ensure compliance with the provisions of Subsection 3(a), GRANTEE shall not duplicate or disseminate to the public any material prepared, in whole or in part, through an expenditure of Grant funds unless and until the material has been reviewed, and determined to comply with Section 3(a), by special counsel retained by the City Council. CITY shall notify GRANTEE in writing, on or before May 25, 2001, of the name or names of the special counsel retained by the CITY to review material pursuant to this Subsection. The review by special counsel retained by the CITY shall be conducted, and the determination communicated to GRANTEE, by the end of the next business day ___..following receipt of the material by special cburisel: 4. INDEMNIFICATION GRANTEE shall hold harmless, defend and indemnify the CITY, and its officers L and employees, from any claim, loss, litigation, or liability arising out of or in any W City of Newport Beach W Excerpt from Grant Agreement Exhibit B Dated October 23, 2001 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. GRANT City will grant CJE the sum of three hundred thousand dollars ($300,000) subject to the terms, restrictions, covenants and conditions of this Agreement (Grant). The Grant shall be paid in twelve (12) equal monthly installments, with the first installment due on November 1, 2001 and the remaining eleven installments due on or before the first of the next eleven months. The City Manager shall have the authority to pay the balance of the Grant at any time during the Term of this Agreement. 2. AUTHORIZED ACTIVITIES The Grant shall be used exclusively to fund Authorized Activities. For the purposes of this Grant, the following shall be considered to be Authorized Activities: (a) To engage in, or retain persons to engage in, lobbying and legislative activities related to, and in furtherance of, City policies concerning the means and methods of serving current and future air transportation demand in Orange County; (b) To give direction to, and supervise the work of, any individual or entity - retained to perform the work described in Subsection (a); and (c) To ensure that Grantee has strictly complied with the terms and conditions 3. TERM A of this Grant and to perform Grantee's duties such as maintaining necessary records and providing period reports to the City Manager. i I ' FROM The term of this Agreement shall commence on October 23, 2001 (the Effective Date) and shall continue in full force and effect until terminated by the City or until October 31, 2002, whichever occurs first. The provisions of this Agreement that require Grantee to defend and indemnify the City and to maintain records shall survive the expiration or termination of this Agreement. 4. RESTRICTIONS ON USE OF GRANT FUNDS (a) Grantee acknowledges that statutory and decisional law prohibits governmental entities from spending, directly or indirectly, public funds to support or oppose candidates for public office. Grantee acknowledges that statutory and decisional law prohibits the expenditure of public funds to, directly or indirectly, support or oppose the qualification, passage or defeat of a ballot measure absent express legislative authority. Finally, Grantee understands and acknowledges that certain state and /or federal laws may apply to the expenditure of the Grant or the extent to which Grantee may engage in Authorized Activities. (b) Grantee expressly agrees that the Grant will not be spent, directly or indirectly, to support or oppose a candidate or candidates for public office or to support or oppose the qualification or passage of any ballot measure. Grantee also expressly agrees that the Grant shall be used in a manner consistent with applicable state and /or federal law. 5. AVAILABILITY OF GRANT Grantee acknowledges and agrees that the City is prohibited from incurring indebtedness in other than the current fiscal year except under certain circumstances that are not present in this case. Grantee agrees that City is not in- 4macb_of_this_Agreement,_ and- that - Grantee -is. not entitled- toany- por#ion -of the ----f— Grant due and payable in fiscal year 2002 -03, unless that City Council has Cr allocated funds for purposes of the Grant in the budget for that fiscal year. 0 0 Exhibit C City of Newport Beach Schedule of Projects Funded with Grant Proceeds For the Airport Working Group ( "AWG ") Souroe: Listing of Expenditure Transactions provided by AWG Summarized by Vavrinek, Trine, Day 8, Co., LLP Refer to the Agreed Upon Procedures Report Project Total Direct Approximate Total Project Type Date Costs Commissions Project Costs "Sucker' Brochure Publication/Mailing 5/24/2001 91,477 10,776 102,252 "Bunny & the Papers" TV /Media 5/242001 103,000 18,540 121,540 "Bunny &the Weasel" TV/Media 6/15 /2001 102,968 18,534 121,502 "JWA Expansion- Do the Math' Brochure Publication/Mailing 626/2001 41,621 5,580 47,201 "Weasel Words" Brochure Publication/Mailing 612612001 89,932 10,498 100,430 "ET Airport Plan" Brochure Publication/Mailing 6262001 92,770 10,498 103,267 "Bunny & the Dream" TV /Media 7/5/2001 123,000 22,140 145,140 "You Decidc"rOink, Oink" Publication/Mailing 8/9 /2001 126,341 14,074 140,415 "Get on Board" TV/Media 8/23 /2001 119,578 21,524 141,102 "Evetybody's Talking" TV/Media 9/62001 127,300 22,914 150.214 "Just the Facts" TV /Media 9 /20/2001 124,300 22,374 146,674 "Great Park, Great Cost" TV /Media 10116 /2001 123,850 22,293 146,143 "Point, Counter Point" Publication/Mailing 11 /10 /2001 123,649 14,373 138,022 "Point, Counter Point" TV/Media 11/192001 124,870 22,477 147,347 " Point, Counter Point" replaced "Toxics" TV /Media In12002 110,078 22,473 132,551 'Toxics "(Never materialized) TV/Media 2/6/2002 7,205 - 7,205 "Great Park" Invitation & Luncheon Publication/Mailing 9/25/2001 34,457 4,985 39,442 Get Out To Vote ( "(3O7V ") Program Publication/Mailing 2/2612002 47,405 8,533 55,938 JWA Corridor Handout Publication/Mailing 6/15 /2001 10,798 - 10,798 "News" Brochure Publication/Mailing 10/9/2001 127,998 14,373 142,371 Toxics Mailer (Never materialized) 12/2002 14,555 14,555 Lobbying Lobbying Various 85,000 15,300 100,300 Community Meetings, Invitations and Other Public Meetings Various 68,527 8,782 77,308 Legal Review and Services Legal Various 145,761 - 145,761 Consultant Costs (excluding commission) Consulting Various 523,768 - 523,768 Legal Reserve or Contingency Legal 8/9/01 & 225102 250,000 - 250,000 Great Park Analysis Research 621 /2001 164,403 32,644 197,047 Toxic Study Research 12 /20 /2001 88,778 14,575 103,353 Tides Foundation Research Research 2/13 /2002 6,500 1,170 7,670 Contributions to Irvine Taxpayers Research Various 25,000 4,500 29,500 Reason Foundation Research 2/13 /2002 1,000 Igo 11180 GEO Syntech Maps Research 3/512002 3,500 630 4,130 3,214,832 379,293 3,594,126 Souroe: Listing of Expenditure Transactions provided by AWG Summarized by Vavrinek, Trine, Day 8, Co., LLP Refer to the Agreed Upon Procedures Report 0 Exhibit D City of Newport Beach Schedule of Expenditures by Vendor For the Airport Working Group ( "AWG") Source: Listing of Expenditure Transaction provided by AWG Summarized by Vavrinek, Trine, Day & Co., LLP Refer to the Agreed Upon Procedures Report Amount Percentage Vendor Expended Expended A America Signs 271 0.01% Advertising & Supply 2,838 0.08% American Association of Airport Executives 6,000 0.17% Amies Communications 200 0.01% Arrowhead Computer Service 2,233 0.06% BBC Research & Consulting 131,224 3.65% Bell, McAndrews, Hiltachk & Davidian, LLP 65,568 1.82% Bruce Nestande (Retainer & Commissions) 346,622 9.64% Bruce Nestande (Reimbursements/Pass- Through) 7,793 0.22% Capitol Strategies Group 25,000 0.70% Cheveliar, Allen & Lichman 330,134 9.19% Coach USA Sightseeing Anaheim 2,796 0.08% Consulting Experts, Inc. 53,000 1.47% Copy Stop 9,305 0.26% Corner Bakery 1,961 0.05% Costa Mesa Parks & Recreation 300 0.01% David Ellis & Assoc., LLC (Retainer & Commissions) 329,647 9.17% David Ellis (Reimbursements/Pass- Through) 128,415 3.57% Davis Murray 535 0.01% Designed to Win 41,824 1.16% Greenstripe Media 931,168 25.91% Irvine Taxpayers 25,000 0.70% James Gregg 2,000 0.06% Kutak Rock, LLP 112,215 3.12% Lara Saunders 22,584 0.63% Litho Graphics 408 0.01% MTA Inc. 493,874 13.74% Source: Listing of Expenditure Transaction provided by AWG Summarized by Vavrinek, Trine, Day & Co., LLP Refer to the Agreed Upon Procedures Report 11 City of Newport Beach Schedule of Expenditures by Vendor For the Airport Working Group ( "AWG ") Vendor Newport Dunes Resort Norman Ewers Orange County Business Council Pacific Media & Research PCR Petrone Productions, Inc. Platinum Advisors, LLC Postmaster Reason Foundation Sasso Sjoberg Evashenk Consulting, LLC Urban Design Camp Urban Dimensions URS William A Bloomer Wilson Research & Strategy Source: Listing of Expenditure Transaction provided by AWG Amount Expended 2,563 235 7,592 6,500 905 133,903 50,000 246,309 1,000 9,900 30,000 3,000 2,608 15,000 1,697 10,000 3,594,126 Exhibit D Percentage Expended 0.07% 0.01% 0.21% 0.18% 0.03% 3.73% 1.39% 6.85% 0.03% 0.28% 0.83% 0.08% 0.07% 0.42% 0.05% 0.28% 100.00% Summarized by Vavrinek, Trine, Day & Co., LLP Refer to the Agreed Upon Procedures Report 0 0 City of Newport Beach Schedule of Unspent Grant Proceeds as of August 20, 2002 For the Airport Working Group ( "AWG") Grant Receipts from Newport Beach 3,600,000 Add: Interest Earned(') 10,331 Total Receipts 3,610,331 Less Expenditures (3,594,126) Refunds 35,682 Adjusted Expenditures (3,558,444) Remaining Cash on Hand 51,887 Exhibit E t') The Grant dated May 22, 2001 is silent with respect to the treatment of interest income. Source: Bank statements for 5101 through 8/02 and the Listing of Expenditure Transactions provided by AWG Summarized by Vavrinek, Trine, Day Co., LLP Refer to the Agreed Upon Procedures Report • • Exhibit F City of Newport Beach Schedule of Unspent Grant Proceeds as of August 20, 2002 For Citizens for Jobs & the Economy ("CJ &E ") Grant Receipts from Newport Beach Add: Interest Earned Total Receipts Less Expenditures Refunds Adjusted Expenditures Remaining Cash on Hand Source: Bank statements from 10/01 to 6/02 Summarized by Vavrinek, Trine, Day & Co., LLP 150,000 150,000 (120,035) (120,035) 29,965 Refer to the Agreed Upon Procedures Report A enda Item No. S26 C 3 0 CITY OF NE) ' RT BEACH "3`j"3 Office of the City Manager TO: Mayor & Members of the City Council FROM: City Manager RE: WE Grant DATE: October 23, 2001 CJE has requested a grant to engage in lobbying and legislative activities over the next twelve months. The activities would be relevant to, and in furtherance of, City Council policies regarding the manner of serving Orange County's air transportation demand. The City Attorney has prepared a proposed grant agreement and a copy is attached to this memo. The proposed grant agreement calls for twelve (12) monthly payments of $25,000 beginning November 1, 2001, gives me the ability to accelerate payments, and expressly prohibits the use of grant funds for certain purposes RECOMMENDATION I am recommending the City Council authorize me to execute the grant agreement attached to this memo. Homer Bludau City Manager GRANT AGREEMENT CITIZENS FOR JOBS AND THE ECONOMY This Agreement, entered into this 23rd day of October, 2001 by and between the City of Newport Beach, a charter city (City) and Citizens for Jobs and the Economy, a non - profit corporation, (Grantee) is made with reference to the following: WHEREAS, the City is charter city committed to preserving the health, welfare and safety of its citizens; and WHEREAS, Grantee is a California non - profit public corporation exempt from federal taxation pursuant to Section 501(c)(3) of the Internal Revenue Code; and WHEREAS, Grantee has requested a grant from the City to engage in lobbying and legislative activities related to, and in furtherance of, policies of the City concerning the means and methods of meeting Orange County's future air transportation demand; and WHEREAS, the grant to Grantee is contingent on compliance with provisions of this Agreement that the Grant will not be spent to support or oppose the qualification, passage or defeat of any ballot measure or the nomination, election or defeat of any candidate for political office. WHEREAS, the grant to Grantee is also contingent on Grantee's commitments that the Grant not be used for any activity that is inconsistent with applicable state or federal statutory or decisional law. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. GRANT City will grant CJE the sum of three hundred thousand dollars ($300,000) subject to the terms, restrictions, covenants and conditions of this Agreement (Grant). The Grant shall be paid in twelve (12) equal monthly installments, with the first installment due on November 1, 2001 and the remaining eleven installments due on or before the first of the next eleven months. The City Manager shall have the authority to pay the balance of the Grant at any time during the Term of this Agreement. 2. AUTHORIZED ACTIVITIES The Grant shall be used exclusively to fund Authorized Activities. For the purposes of this Grant, the following shall be considered to be Authorized Activities: (a) To engage in, or retain persons to engage in, lobbying and legislative activities related to, and in furtherance of, City policies concerning the means and methods of serving current and future air transportation demand in Orange County; (b) To give direction to, and supervise the work of, any individual or entity retained to perform the work described in Subsection (a); and (c) To ensure that Grantee has strictly complied with the terms and conditions of this Grant and to perform Grantee's duties such as maintaining necessary records and providing period reports to the City Manager. 3. TERM . The term of this Agreement shall commence on October 23, 2001 (the Effective Date) and shall continue in full force and effect until terminated by the City or until October 31, 2002, whichever occurs first. The provisions of this Agreement that require Grantee to defend and indemnify the City and to maintain records shall survive the expiration or termination of this Agreement. 4. RESTRICTIONS ON USE OF GRANT FUNDS (a) Grantee acknowledges that statutory and decisional law prohibits governmental entities from spending, directly or indirectly, public funds to support or oppose candidates for public office. Grantee acknowledges that statutory and decisional law prohibits the expenditure of public funds to, directly or indirectly, support or oppose the qualification, passage or defeat of a ballot measure absent express legislative authority. Finally, Grantee understands and acknowledges that certain state and/or federal laws may apply to the expenditure of the Grant or the extent to which Grantee may engage in Authorized Activities. (b) Grantee expressly agrees that the Grant will not be spent, directly or indirectly, to support or oppose a candidate or candidates for public office or to support or oppose the qualification or passage of any ballot measure. Grantee also expressly agrees that the Grant shall be used in a manner consistent with applicable state and /or federal law. 5. AVAILABILITY OF GRANT Grantee acknowledges and agrees that the City is prohibited from incurring indebtedness in other than the current fiscal year except under certain circumstances that are not present in this case. Grantee agrees that City is not in breach of this Agreement, and that Grantee is not entitled to any portion of the Grant due and payable in fiscal year 2002 -03, unless that City Council has allocated funds for purposes of the Grant in the budget for that fiscal year. 6. INDEMNIFICATION Grantee shall hold harmless, defend and indemnify the City, and its officers and employees, from any claim, judgment, loss, or liability, including attorney fees, arising out of or in any way related to this Agreement regardless of the cause, except for any liability, claim, judgment, loss or fee arising from the sole negligence, fraud or willful misconduct of the City or its officers or employees. 7. REPORTS AND ACCOUNTING (a) Grantee shall maintain records reflecting the expenditure of the Grant in manner that permits the City Manager to determine if Grantee is in compliance with the terms and conditions of this Agreement. Grantee shall permit the City Manager or his /her designee to examine the records required pursuant to this Agreement. (b) Grantee shall deposit Grant payments (when received) in an account or accounts with financial institutions such that all such payments are, until disbursed, fully insured by FDIC and not commingled with Grantee's other accounts or assets. All interest earned on the Grant shall be retained by Grantee and shall be used in strict compliance with this Agreement. Grantee shall, upon request, provide the City with copies of all statements related to the account or accounts in which Grant Funds have been deposited. (c) Any portion of the Grant in Grantee's possession on expiration of the Term of this Agreement shall be returned to the City within ten (10) days after expiration. 0 0 8. STANDARD OF CARE All of the services shall be performed by Grantee or under Grantee's supervision. Grantee represents that it possesses, or has the capacity to retain, the professional and technical skills required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with the community professional standards. Grantee also represents and warrants to City that it, and its consultants and subcontractors have or shall obtain all licenses, permits, qualifications and approvals required of its profession. WE also agrees to provide each vendor, subcontractor and consultant with a copy of this agreement. 9. CITY POLICY Grantee will discuss with the Project Administrator all matters relating to the performance of the work and services to be funded by the Grant to ensure consistency with City policies. Grantee is responsible to keep the Project Administrator and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired 10. PROHIBITION AGAINST TRANSFERS Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any for 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 the express written consent of the Project Administrator shall be null and void. 11. ADMINISTRATION This Agreement will be administered by the City Manager of the City of Newport Beach or his /her designee. The City Manager shall be considered the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 12. NOTICES 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. All notices, demands, requests or approvals from Grantee to City shall be addressed to City at: City Manager City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA, 92658 -8915 (949) 644 -3000; Fax 644 -3020 All notices, demands, requests or approvals from City to Grantee shall be addressed to CJE at: Bruce Nestande President Citizens for Jobs and the Economy 949 South Coast Drive Costa Mesa, CA (714) 481 -5140; FAX (714) 481 -5083 13. TERMINATION (a) 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 five (5) days written notice to cure, if the default can be cured. City shall be entitled to terminate this Agreement if Grantee has not cured the default within five (5) day cure period. City shall be entitled to immediately terminate this Agreement if the default cannot be cured through corrective action (b) City shall have 'the option, in the sole discretion of the Project Administrator and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Grantee. Upon termination of this Agreement, City shall pay invoices submitted by Grantee prior to the date of termination to the extent required by this Agreement. 14. COMPLIANCE Grantee shall, with respect to all funds received pursuant to this Agreement, comply with all state and federal laws, rules and regulations. 15. WAIVER A waiver by either Party of any breach, of any term, covenant or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 16. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of the Parties, and any prior discussion, negotiation and /or agreement between the Parties are merged in, and superseded by, this Agreement. Any modification of this 1 Agreement will be effective only by written execution signed by both City and Grantee. Agreed: CITY OF NEWPORT BEACH CJE By: By: Date: Date: