HomeMy WebLinkAboutC-3564 - Grant Agreement for Special Event Support Program FY 02-03, 07-08, 08-09, 09-10, 10-11 - Newport Beach Film Festival7 1 4;
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
This Agreement, entered into this I �;O\ day of c✓ ie& , 2010 by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and Charter City ( "City "),
and the NEWPORT BEACH FILM FESTIVAL, a California non - profit corporation located at
4540 Campus Drive, Newport Beach, CA 92660 ( "Grantee "), is made with reference to the
following:
RECITALS
WHEREAS, it is the policy of the City Council that the City's budget specifically allow
the City Council to, at any time during the year, direct revenue towards non - profit agencies,
community groups, community events, or enhancement projects with worthy projects or
programs which the Council deems beneficial to City's quality of life.
WHEREAS, Grantee is a California non - profit public corporation exempt from federal
taxation pursuant to section 501(c)(3) of the Internal Revenue Code.
WHEREAS, Grantee has requested a grant from the City to help it promote the annual
film festival to be held in the City, which will bring to the City the best in classic and
contemporary filmmaking from April 28 to May 5, 2011 ( "Grant Proposal ").
WHEREAS, the Newport Beach City Council has determined that the Grant is in the
public interest and for the benefit of the City's citizens.
WHEREAS, the City Council has approved a grant in the amount of One Hundred Five
Thousand Five Hundred Fifty Dollars and No Cents ($105,550.00) ( "Grant Funds ") to Grantee
under conditions of expenditure, reporting, and accounting requirements.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
City awards to Grantee the Grant amount of One Hundred Five Thousand Five Hundred
Fifty Dollars and No Cents ($105,550.00) as requested by Grantee in the Grant Proposal
attached hereto as Exhibit A and incorporated herein by reference.
Grant Funds shall be dispersed as follows: 1) The first installation of Thirty -Five Thousand
Dollars ($35,000.00) shall be paid within 30 days of the Grantee's execution of this Agreement
and City's receipt of the Grantee's operating budget for the 2010 -11 Fiscal Year; 2) the second
installment of Thirty -Five Thousand Dollars ($35,000.00) shall be paid upon City's receipt and
approval of the reporting documents outlined in Paragraph 4(b) herein, including the Statement
of Activities, dated through the first quarter ending September 30, 2010; and 3) the third
installment of Thirty Thousand Dollars ($30,000.00) shall be paid upon City's receipt and
approval of the reporting documents outlined in Paragraph 4(b) herein, including the Statement
of Activities, dated through the second quarter ending December 31, 2010.
City agrees to provide in -kind services in the amount of $5,550.00 that can be used for
permits, police and fire services, or parking.
2. TERM
The term of this Agreement shall commence on the date first written above (the "Effective
Date ") and shall continue in full force and effect until terminated by the City or until June 30,
2011, whichever occurs first.
3. RESTRICTIONS ON USE OF FUNDS
The Grant Funds are subject to the following expenditure conditions, hereinafter the "Approved
Use." The Grant Funds shall:
(a) Be expended solely for the purpose of activities related to providing an annual
film festival, open to the public, in the City;
(b) 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;
(c) Be used such that all venues for the screening of films, and events are open to
the public and held within the City; and
(d) Be expended during the fiscal year July 1, 2010 through June 30, 2011
( "Spending Period ").
Grantee further warrants to City that the Grant Funds will be spent solely for the Approved
Uses and the Grant shall be used by Grantee for the Approved Use during the spending period
or the money shall be returned to City, as described in Section 5 below.
4. REPORTING AND ACCOUNTING REQUIRMENTS
(a) At all times during the term if this Agreement, Grantee shall maintain true, proper,
and complete books, records, and accounts (collectively called "Books and
Records ") in which shall be entered fully and accurately all transactions taken
with respect to the operation of Grantee and the expenditure of the Grant Funds.
Grantee shall maintain the Books and Records in accordance with Generally
Accepted Accounting Principles, and allow the City to conduct an audit of the
financial records upon reasonable notice at any times within four (4) years after
expiration or termination of this Agreement.
Grant Agreement Page 2
(b) Grantee shall, on a quarterly basis during the term of this Agreement, furnish the
City with a Statement of Activities describing the receipt and disbursement
activities of Grantee. With this report, Grantee shall include quarterly check
registers and descriptions of each disbursement, as well as budget-to-actual -
results. Grantee shall also provide, on a quarterly basis, a Statement of Position
describing the assets and liabilities of Grantee. All quarterly reports shall be due
to the City no later than forty -five (45) days following the end of the reporting
quarter. 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.
(c) Grantee agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including
budget -to- actual- comparisons.
(d) 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.
5. USE OF THE MONEY
The Grant Funds shall be used solely by Grantee for the Approved Use and for no other use.
In the event that the Grant Funds are not used for the Approved Use by or before June 30,
2011, Grantee shall notify the City in writing, and shall be obligated to return the funds to City
within sixty (60) days.
6. INDEMNIFICATION
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 any breach of the terms and
conditions of this Agreement, any work performed or activities conducted for or at the Film
Festival (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).
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
Grant Agreement Page 3
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 the 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.
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 consent of City
shall be null and void.
9. 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 the
City at:
City Manager
City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92658 -8915
(949) 644 -3000; Fax (949) 644 -3020
All notices, demands, requests or approvals from City to Grantee shall be addressed to
Grantee at:
Gregg Schwenk
Executive Director
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
(949) 253 -2880; Fax (949) 253 -2881
Grant Agreement Page 4
10. TERMINATION
(a) Termination for Cause. Grantee shall be in default if Grantee fails or refuses to
perform any duty required by the Agreement or performs in a manner
inconsistent with the terms, conditions and restrictions in this Agreement. In
such event, City shall give Grantee, thirty (30) days written notice to cure, if the
default can be cured and City shall be entitled to terminate this Agreement if
Grantee has not cured the default within the thirty (30) day cure period. City shall
be entitled to immediately terminate this Agreement if the default cannot be cured
through corrective action. If terminated for cause, Grant Funds shall be returned
to the City within thirty (30) days. This Agreement is made on an annual basis,
and as such is subject to non - renewal at its termination.
(b) 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. 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.
12. 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.
13. 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.
14. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both
Grantee and the City and approved as to form by the City Attorney.
15. 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.
Grant Agreement Page 5
16. 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 Agreement shall be adjudicated in a court of competent
jurisdiction in the County of Orange.
17. EQUAL OPPORTUNITY EMPLOYMENT
Grantee represents that it is an equal opportunity employer and it shall not discriminate against
any subcontractor, employee or applicant for employment because of race, religion, color,
national origin, handicap, ancestry, sex or age.
18. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
day and year first above written.
APPROVED A FORM:
OFFICE OF TTORNEY
By: /
Leonie Mulvihill,
Assistant City Attorney
ATTEST:
N Lk �k ), �� -
Leilani Brown,
City Clerk -doomm"Ok.,
CITY OF NEWPORT BEACH,
a Municipal Corporation
By:
Keith D. Curry,
Mayor
GRANTEE: Newport Beach Film Festival
By:
(Corporate Officer)
Title: CEO
Print Name: Gregg Schwenk
By:
(Financial Office
Title: Treasurer
Print Name: Todd Quartararo
Grant Agreement Page 6
U/
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
This Agreement, entered into this 1014 day of 06"661" , 2009 by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and
Charter City ( "City "), and the NEWPORT BEACH FILM FESTIVAL, a California non-
profit corporation located at 4540 Campus Drive, Newport Beach, CA 92660
( "Grantee "), is made with reference to the following:
RECITALS
WHEREAS, it is the policy of the City Council that the City's budget specifically
allow the City Council to, at any time during the year, direct revenue towards non - profit
agencies, community groups, community events, or enhancement projects with worthy
projects or programs which the Council deems beneficial to Newport Beach's quality of
life.
WHEREAS, Grantee is a California non - profit public corporation exempt from
federal taxation pursuant to section 501(c)(3) of the Internal Revenue Code.
WHEREAS, Grantee has requested a grant from the City to help it promote the
annual film festival to be held in the City of Newport Beach, which will bring to Newport
Beach the best in classic and contemporary filmmaking from April 22 to May 29, 2010
( "Grant Proposal ").
WHEREAS, the Newport Beach City Council has determined that the Grant is in
the public interest and for the benefit of the citizens of Newport Beach.
WHEREAS, the City has approved a grant in the amount of One Hundred
Thousand Dollars and No Cents ($100,000.00) ( "Grant Funds ") to Grantee under
conditions of expenditure and reporting and accounting requirements.
NOW, THEREFORE, the Parties agree as follows:
GRANT
City agrees to pay to Grantee the Grant amount of One Hundred Thousand Dollars
and No Cents ($100,000.00) as requested by Grantee in the Grant Proposal attached
hereto as Exhibit A and incorporated herein by reference.
Grant Funds shall be paid as follows: 1) The first installation of Fifty Thousand Dollars
($50,000.00) shall be paid within 30 days of the Grantee's execution of this Agreement
and receipt of the Grantee's operating budget for the 2009 -10 Fiscal Year; and 2) The
second installment of Fifty Thousand Dollars ($50,000.00) shall be paid upon receipt
and approval of the reporting documents outlined in Paragraph 4(b) herein, including
the Statement of Activities, dated through the second quarter ending December 31,
2009.
2. TERM
The term of this Agreement shall commence on the date first written above (the
"Effective Date ") and shall continue in full force and effect until terminated by the City or
until June 30, 2010, whichever occurs first.
3. RESTRICTIONS ON USE OF FUNDS
The Grant Funds are subject to the following expenditure conditions, hereinafter the
"Approved Use." The Grant Funds shall:
(a) Be expended solely for the purpose of activities related to providing an
annual film festival, open to the public, in the City of Newport Beach,
California;
(b) 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 exempt from taxation pursuant to Section 501(c)(3) of the
Internal Revenue Code;
(c) Be used such that all venues for the screening of films, and events are
open to the public and held within the City of Newport Beach; and
(d) Be expended during the fiscal year July 1, 2009 through June 30, 2010
( "Spending Period ").
Grantee further warrants to City that the Grant Funds will be spent solely for the
approved use and the Grant shall be used by Grantee for the approved use during the
spending period or the money shall be returned to City, as described in Section 5 below.
4. REPORTING AND ACCOUNTING REQUIRMENTS
(a) At all times during the term if this Agreement, Grantee shall maintain true,
proper, and complete books, records, and accounts (collectively called
"Books and Records ") in which shall be entered fully and accurately all
transactions taken with respect to the operation of Grantee and the
expenditure of the Grant Funds. Grantee shall maintain the books and
records in accordance with Generally Accepted Accounting Principles, and
allow the City to conduct an audit of the financial records upon reasonable
notice at any times within four (4) years after expiration or termination of
this Agreement.
(b) Grantee shall, on a quarterly basis during the term of this Agreement,
furnish the City with a Statement of Activities describing the receipt and
disbursement activities of Grantee. With this report, Grantee shall include
quarterly check registers and descriptions of each disbursement, as well
as budget -to- actual- results. Grantee shall also provide, on a quarterly
Grant Agreement Page 2
basis, a Statement of Position describing the assets and liabilities of
Grantee. All quarterly reports shall be due to the City no later than forty -
five (45) days following the end of the reporting quarter. 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.
(c) Grantee agrees to exercise prudent financial management processes
including proper oversight of all assets, budget preparation, and timely
reporting including budget -to- actual- comparisons.
(d) All Activities 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.
S. USE OF THE MONEY
The Grant Funds shall be used solely by Grantee for the approved use and for no other
use. In the event that the Grant Funds are not used for the approved use by or before
June 30, 2010, Grantee shall notify the City in writing, and shall be obligated to return
the funds within sixty (60) days.
6. INDEMNIFICATION
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 any breach of the terms and conditions of this
Agreement, any work performed or activities conducted for or at the Film Festival
(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).
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 the Grantee.
Grant Agreement Page 3
7. GRANTEEINDEPENDENCE
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.
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
consent of City shall be null and void.
9. 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
the City at:
City Manager
City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92658 -8915
(949) 644-3000; Fax (949) 644 -3020
All notices, demands, requests or approvals from City to Grantee shall be addressed to
Grantee at:
Gregg Schwenk
Executive Director
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
(949) 253-2880; Fax (949) 253 -2881
10. TERMINATION
(a) 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
Grant Agreement Page 4
thirty (30) day cure period. City shall be entitled to immediately terminate
this Agreement if the default cannot be cured through corrective action.
This Agreement is made on an annual basis, and as such is subject to
non - renewal at its termination.
(b) 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. 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.
12. 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.
13. 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.
14. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Grantee and the City and approved as to form by the City Attorney.
15. 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.
16. 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 Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
Grant Agreement Page 5
17. EQUAL OPPORTUNITY EMPLOYMENT
Grantee represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race,
religion, color, national origin, handicap, ancestry, sex or age.
18. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the day and year first above written. �,
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
ByQMynette
Beauchamp,
Assistant City Attorney
ATTEST:
By: AA -k Q
Leilani rown,
City Clerk
CITYINEWPORT BgACH,
a Mui ipal Cor%.oration
Edward D. Selich
Mayor
GRANTEE: Newport Beach Film
Festival
BY
(Corporate Officer)
11)
Title:
Print Name:
By:
(Fi
Title:
Print Name:
/C4 /-()
Grant Agreement Page 6
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 11
October 13, 2009
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Administrative Services Department
Dennis C. Danner, Administrative Services Director
(949) 644 -3123 or ddanneranewportbeachca.aov
Susan Giangrande, Senior Budget Analyst
(949) 644 -3128 or sgiangrande(cDnewportbeachca.gov
SUBJECT: Newport Beach Film Festival Grant Agreement
ISSUE:
Should the City Council approve a grant agreement with the Newport Beach Film
Festival that provides for City sponsorship of the 2010 Film Festival?
Authorize the Mayor and City Clerk to execute a grant agreement with the
Newport Beach Film Festival that provides City funding in the amount of
$100,000.
DISCUSSION:
The City has been a sponsor of the Newport Beach Film Festival for the past 10
years. Original funding was in the amount of $35,000 and has grown to
$100,000 for the past three years. Included in the City's FY 2009 -10 operating
budget is $100,000 for sponsorship of the 11`" Annual Film Festival to be held
from April 22 to May 29, 2010.
The agreement requires the funds to be expended solely for the purpose of
activities related to providing an annual film festival, open to the public, in the
City of Newport Beach. The agreement includes standard restrictions and
reportinglaccounting requirements. In the event the funds are not used prior to
June 30, 2010, and for the approved use, the Film Festival is obligated to return
them within 60 days.
It is our understanding that future requests by the Film Festival will be reviewed
by the Special Events Advisory Committee.
Newport Beach Film Festival Grant Agreement
October 13, 2009
Page 2
Environmental Review:
The City Council's approval of this agenda item does not require environmental
review.
Public Notice:
The agenda item has been noticed according to the Brown Act (72 hours in
advance of the meeting at which the City Council considers the item).
Funding Availability:
Funding is available in the City Council's budget, line item 0110 -8250.
Alternatives:
Revise the terms of the agreement or the amount of the grant.
Prepared by:
Susan Giangrande
Senior Budget Analyst
Attachments: Grant Agreement
Submitted by:
Dennis C. Danner
Administrative Services Director
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
This Agreement, entered into this day of 2009 by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and
Charter City ( "City "), and the NEWPORT BEACH FILM FESTIVAL, a California non-
profit corporation located at 4540 Campus Drive, Newport Beach, CA 92660
( "Grantee "), is made with reference to the following:
RECITALS
WHEREAS, it is the policy of the City Council that the City's budget specifically
allow the City Council to, at any time during the year, direct revenue towards non - profit
agencies, community groups, community events, or enhancement projects with worthy
projects or programs which the Council deems beneficial to Newport Beach's quality of
life.
WHEREAS, Grantee is a California non - profit public corporation exempt from
federal taxation pursuant to section 501(c)(3) of the Internal Revenue Code.
WHEREAS, Grantee has requested a grant from the City to help it promote the
annual film festival to be held in the City of Newport Beach, which will bring to Newport
Beach the best in classic and contemporary filmmaking from April 22 to May 29, 2010
( "Grant Proposal ").
WHEREAS, the Newport Beach City Council has determined that the Grant is in
the public interest and for the benefit of the citizens of Newport Beach.
WHEREAS, the City has approved a grant in the amount of One Hundred
Thousand Dollars and No Cents ($100,000.00) ( "Grant Funds ") to Grantee under
conditions of expenditure and reporting and accounting requirements.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
City agrees to pay to Grantee the Grant amount of One Hundred Thousand Dollars
and No Cents ($100,000.00) as requested by Grantee in the Grant Proposal attached
hereto as Exhibit A and incorporated herein by reference.
Grant Funds shall be paid as follows: 1) The first installation of Fifty Thousand Dollars
($50,000.00) shall be paid within 30 days of the Grantee's execution of this Agreement
and receipt of the Grantee's operating budget for the 2009 -10 Fiscal Year; and 2) The
second installment of Fifty Thousand Dollars ($50,000.00) shall be paid upon receipt
and approval of the reporting documents outlined in Paragraph 4(b) herein, including
the Statement of Activities, dated through the second quarter ending December 31,
2009.
2. TERM
The term of this Agreement shall commence on the date first written above (the
"Effective Date ") and shall continue in full force and effect until terminated by the City or
until June 30, 2010, whichever occurs first.
3. RESTRICTIONS ON USE OF FUNDS
The Grant Funds are subject to the following expenditure conditions, hereinafter the
"Approved Use." The Grant Funds shall:
(a) Be expended solely for the purpose of activities related to providing an
annual film festival, open to the public, in the City of Newport Beach,
California;
(b) 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 exempt from taxation pursuant to Section 501(c)(3) of the
Internal Revenue Code;
(c) Be used such that all venues for the screening of films, and events are
open to the public and held within the City of Newport Beach; and
(d) Be expended during the fiscal year July 1, 2009 through June 30, 2010
( "Spending Period ").
Grantee further warrants to City that the Grant Funds will be spent solely for the
approved use and the Grant shall be used by Grantee for the approved use during the
spending period or the money shall be returned to City, as described in Section 5 below.
4. REPORTING AND ACCOUNTING REQUIRMENTS
(a) At all times during the term if this Agreement, Grantee shall maintain true,
proper, and complete books, records, and accounts (collectively called
"Books and Records ") in which shall be entered fully and accurately all
transactions taken with respect to the operation of Grantee and the
expenditure of the Grant Funds. Grantee shall maintain the books and
records in accordance with Generally Accepted Accounting Principles, and
allow the City to conduct an audit of the financial records upon reasonable
notice at any times within four (4) years after expiration or termination of
this Agreement.
(b) Grantee shall, on a quarterly basis during the term of this Agreement,
furnish the City with a Statement of Activities describing the receipt and
disbursement activities of Grantee. With this report, Grantee shall include
quarterly check registers and descriptions of each disbursement, as well
as budget -to- actual - results. Grantee shall also provide, on a quarterly
Grant Agreement Page 2
basis, a Statement of Position describing the assets and liabilities of
Grantee. All quarterly reports shall be due to the City no later than forty-
five (45) days following the end of the reporting quarter. 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.
(c) Grantee agrees to exercise prudent financial management processes
including proper oversight of all assets, budget preparation, and timely
reporting including budget -to- actual- comparisons.
(d) All Activities 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.
5. USE OF THE MONEY
The Grant Funds shall be used solely by Grantee for the approved use and for no other
use. In the event that the Grant Funds are not used for the approved use by or before
June 30, 2010, Grantee shall notify the City in writing, and shall be obligated to return
the funds within sixty (60) days.
6. INDEMNIFICATION
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 any breach of the terms and conditions of this
Agreement, any work performed or activities conducted for or at the Film Festival
(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).
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 the Grantee.
Grant Agreement Page 3
7. GRANTEEINDEPENDENCE
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.
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
consent of City shall be null and void.
9. 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
the City at:
City Manager
City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92658 -8915
(949) 644 -3000; Fax (949) 644 -3020
All notices, demands, requests or approvals from City to Grantee shall be addressed to
Grantee at:
Gregg Schwenk
Executive Director
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
(949) 253 -2880; Fax (949) 253 -2881
10. TERMINATION
(a) 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
Grant Agreement Page 4
thirty (30) day cure period. City shall be entitled to immediately terminate
this Agreement if the default cannot be cured through corrective action.
This Agreement is made on an annual basis, and as such is subject to
non - renewal at its termination.
(b) 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. 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.
12. 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.
13. 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.
14. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Grantee and the City and approved as to form by the City Attorney.
15. 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.
16. 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 Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
Grant Agreement Page 5
17. EQUAL OPPORTUNITY EMPLOYMENT
Grantee represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race,
religion, color, national origin, handicap, ancestry, sex or age.
18. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the day and year first above written.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Mynette Beauchamp,
Assistant City Attorney
ATTEST:
By:
Leilani Brown,
City Clerk
CITY OF NEWPORT BEACH,
a Municipal Corporation
Edward D. Selich
Mayor
GRANTEE: Newport Beach Film
Festival
By:_
Title:
(Corporate Officer)
Print Name:
By:
(Financial Officer)
Title:
Print Name:
Grant Agreement Page 6
• • c M,
GRANT AGREEMENT BETWEEN
THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
This Agreement, entered into this Of-C day of �� "i 1 2008 by and between
the CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), and the Newport
Beach Film Festival, a California non - profit public benefit corporation, located at 4540 Campus
Drive Newport Beach, CA 92660 ( "GRANTEE "), is made with reference to the following:
RECITALS
WHEREAS, the City is a municipal corporation and charter city committed to preserving the
health, welfare and safety of its citizens.
WHEREAS, GRANTEE is a California non - profit public benefit corporation exempt from
federal taxation pursuant to section 501(c)(3) of the Internal Revenue Code.
WHEREAS, GRANTEE has requested a grant from the City to help it promote the annual
professional film festival to be held in the City of Newport Beach, which will bring to Newport Beach
the best in classic and contemporary filmmaking.
WHEREAS, GRANTEEE has requested a grant in the amount of $100,000.00 (hereinafter
the "GRANT' or the "GRANT FUNDS) from the City to assist it in organizing and promoting the
2009 Newport Beach Film Festival, which will run from April 30 to May 7, 2009.
WHEREAS, the Newport Beach City Council has determined that the GRANT is in the
public interest and for the benefit of the citizens of Newport Beach.
0 0
WHEREAS, the City has approved a grant in the amount of One Hundred Thousand
Dollars and No Cents ($100,000.00) ( "GRANT" or "GRANT FUNDS ") to GRANTEE with the
understanding and GRANTEE'S agreement that the GRANT FUNDS will: (a) be expended solely
for the purpose of activities related to providing an annual film festival, open to the public, in the
City of Newport Beach, California; and (b) 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 exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code;
and (c) be used such that all venues for the screening of films, and events open to the public, will
be held within the City of Newport Beach. (These GRANTEE expenditure conditions in (a) through
(c) are collectively defined as the "APPROVED USE "); and (d) be expended during the fiscal year
July 1, 2008 through June 30, 2009 ( "SPENDING PERIOD ").
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
CITY agrees to pay to GRANTEE the GRANT amount of One Hundred Thousand Dollars
and No Cents ($100,000.00). This Grant shall be paid as follows: 1) The first installation of
Fifty Thousand Dollars ($50,000.00) shall be paid within 30 days of the Grantee's execution
of this Agreement and receipt of the Grantee's operating budget for the 2007 -08 Fiscal
Year; and 2) The second installment of Fifty Thousand Dollars ($50,000.00) shall be paid
upon receipt and approval of the reporting documents outlined in Paragraph 4(b) herein,
including the Statement of Activities, dated through the second quarter ending December
31, 2008.
F Mljil
The term of this Agreement shall commence on the date first written above (the
"EFFECTIVE DATE ") and shall continue in full force and effect until terminated by the City
or until June 30, 2009, whichever occurs first.
3. RESTRICTIONS ON USE OF FUNDS
(a) GRANTEE warrants to City that the GRANT FUNDS will be spent solely for the
APPROVED USE; and
2
0
(b) The GRANT shall be used by GRANTEE for the APPROVED USE during the
SPENDING PERIOD or the money shall be returned to City, as described in Section
5 below.
4. REPORTING AND ACCOUNTING REQUIRMENTS
(a) At all times during the term if this Agreement, GRANTEE shall maintain true, proper,
and complete books, records, and accounts (collectively called "Books and
Records ") in which shall be entered fully and accurately all transactions taken with
respect to the operation of GRANTEE and the expenditure of the GRANT FUNDS.
GRANTEE shall maintain the books and records in accordance with Generally
Accepted Accounting Principles, and allow the City to conduct an audit of the
financial records upon reasonable notice at any times within four (4) years after
expiration or termination of this Agreement.
(b) GRANTEE shall, on a quarterly basis during the term of this Agreement, furnish the
City with a Statement of Activities describing the receipt and disbursement activities
of GRANTEE. With this report, GRANTEE shall include quarterly check registers
and descriptions of each disbursement, as well as budget -to- actual- results.
GRANTEE shall also provide, on a quarterly basis, a Statement of Position
describing the assets and liabilities of GRANTEE. All quarterly reports shall be due
to the City no later than forty -five (45) days following the end of the reporting
quarter. 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.
(c) GRANTEE agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including
budget -to- actual- comparisons.
(d) All Activities 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.
3
S. USE OF THE MONEY
The GRANT FUNDS shall be used solely by GRANTEE for the APPROVED USE and for
no other use. In the event that the GRANT FUNDS are not used for the APPROVED USE
by or before June 30, 2009, GRANTEE shall notify the City in writing, and shall be obligated
to return all funds within sixty (60) days.
F�l.l�l�i'iL`II�I�rY>r[�1;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 any breach of the terms and conditions of this Agreement, any work performed or
services provided under this Agreement including, without limitation, GRANTEE's presence
or activities conducted on the Approved Use (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).
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 the GRANTEE.
7. GRANTEEINDEPENDENCE
In the performance of this Agreement, the GRANTEE, and the agents and employees of
GRANTEE, shall act in an independent capacity and not as officers or employees or agents
of the City.
F1
0
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 consent of City
shall be null and void.
N�iL�S1L�3�9
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 the City at:
City Manager
City of Newport Beach
3300 Newport Boulevard
P. O. Box 1768
Newport Beach, CA 92658 -8915
(949) 644 -3000
All notices, demands, requests or approvals from City to GRANTEE shall be
addressed to GRANTEE at:
Gregg Schwenk
Executive Director
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
(949) 253 -2880; Fax 253 -2881
10. TERMINATION
(a) 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
A
0
0
11
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. This Agreement is made on an annual basis, and as such is
subject to non - renewal at its termination.
(b) 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. 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.
12. 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.
13. 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.
14. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both
GRANTEE and the City and approved as to form by the City Attorney.
15. 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.
0
1 •
16. 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 Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
17. EQUAL OPPORTUNITY EMPLOYMENT
GRANTEE represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race, religion,
color, national origin, handicap, ancestry, sex or age.
18. 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.
[SIGNATURES ON FOLLOWING PAGE]
7
IN WITNESS WHEREOF, the City and GRANTEE have executed this Agreement as of the date
first above written.
APPROVED AS TO FORM:
A o-,- C, kL,
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
B441�21
LaVonne Harkless,
City Clerk
v��No
CITY OF WPO EACH:
A Munic' al or ti
t;
Edward Seiicn, Mayor
for the City of Newport Beach
NEWPORT BEACH FILM FESTIVAL:
By
(Corporate Officer)
Title: (f ��
Print Name:��
By:
(Financi Offic
Title: UI79e -
Print Name: 0 0C? ✓"Y� /�� --'�
C- �5644)
GRANT AGREEMENT BETWEEN
THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
This Agreement, entered into this Q 4ih day of D W n V , 2007 by and between
the CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), and the Newport
Beach Film Festival, a non - profit corporation located at 4540 Campus Drive Newport Beach, CA
92660 (GRANTEE), is made with reference to the following:
RECITALS
WHEREAS, the City is a municipal corporation and charter city committed to preserving the
health, welfare and safety of its citizens.
WHEREAS, GRANTEE is a California non - profit public corporation exempt from federal
taxation pursuant to section 501(c)(3) of the Internal Revenue Code.
WHEREAS, GRANTEE has requested a grant from the City to help it promote the annual
professional film festival to be held in the City of Newport Beach, which will bring to Newport Beach
the best in classic and contemporary filmmaking.
WHEREAS, GRANTEEE has requested a grant in the amount of $100,000.00 (hereinafter
the "GRANT" or the "GRANT FUNDS) from the City to assist it in organizing and promoting the
2008 Newport Beach Film Festival, which will run from April 24 to May 1, 2008.
WHEREAS, the Newport Beach City Council has determined that the GRANT is in the
public interest and for the benefit of the citizens of Newport Beach.
1
WHEREAS, the City has approved a grant in the amount of One Hundred Thousand
Dollars and No Cents ($100,000.00) (GRANT OR GRANT FUNDS) to GRANTEE with the
understanding and GRANTEE'S agreement that the GRANT FUNDS will: (a) be expended solely
for the purpose of activities related to providing an annual film festival, open to the public, in the
City of Newport Beach, California; and (b) 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 exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code;
and (c) be used such that all venues for the screening of films, and events open to the public, will
be held within the City of Newport Beach. (These GRANTEE expenditure conditions in (a) through
(c) are collectively defined as the "APPROVED USE "); and (d) be expended during the fiscal year
July 1, 2007 through June 30, 2008 (SPENDING PERIOD).
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
CITY agrees to pay to GRANTEE the GRANT amount of One Hundred Thousand Dollars
and No Cents ($100,000.00). This Grant shall be paid as follows: 1) The first installation of
Fifty Thousand Dollars ($50,000.00) shall be paid within 30 days of the Grantee's execution
of this Agreement and receipt of the Grantee's operating budget for the 2007 -08 Fiscal
Year; and 2) The second installment of Fifty Thousand Dollars ($50,000.00) shall be paid
upon receipt and approval of the reporting documents outlined in Paragraph 4(b) herein,
including the Statement of Activities, dated through the second quarter ending December
31, 2007.
2. TERM
The term of this Agreement shall commence on the date first written above (the
EFFECTIVE DATE) and shall continue in full force and effect until terminated by the City or
until June 30, 2008, whichever occurs first.
2
3. RESTRICTIONS ON USE OF FUNDS
(a) GRANTEE warrants to City that the GRANT FUNDS will be spent solely for the
APPROVED USE; and
(b) The GRANT shall be used by GRANTEE for the APPROVED USE during the
SPENDING PERIOD or the money shall be returned to City, as described in Section
5 below.
4. REPORTING AND ACCOUNTING REQUIRMENTS
(a) At all times during the term if this Agreement, GRANTEE shall maintain true, proper,
and complete books, records, and accounts (collectively called "Books and
Records ") in which shall be entered fully and accurately all transactions taken with
respect to the operation of GRANTEE and the expenditure of the GRANT FUNDS.
GRANTEE shall maintain the books and records in accordance with Generally
Accepted Accounting Principles, and allow the City to conduct an audit of the
financial records upon reasonable notice at any times within four (4) years after
expiration or termination of this Agreement.
(b) GRANTEE shall, on a quarterly basis during the term of this Agreement, fumish the
City with a Statement of Activities describing the receipt and disbursement activities
of GRANTEE. With this report, GRANTEE shall include quarterly check registers
and descriptions of each disbursement, as well as budget -to- actual- results.
GRANTEE shall also provide, on a quarterly basis, a Statement of Position
describing the assets and liabilities of GRANTEE. All quarterly reports shall be due
to the City no later than forty -five (45) days following the end of the reporting
quarter. 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.
(c) GRANTEE agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including
budget -to- actual - comparisons.
3
(d) All Activities 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.
5. USE OF THE MONEY
The GRANT FUNDS shall be used solely by GRANTEE for the APPROVED USE and for
no other use. In the event that the GRANT FUNDS are not used for the APPROVED USE
by or before June 30, 2008, GRANTEE shall notify the City in writing, and shall be obligated
to return the funds within sixty (60) days.
6. INDEMNIFICATION
GRANTEE shall hold harmless, defend and indemnify the City, and its elected and
appointed officers, boards, officers, employees, agents, and volunteers (INDEMNIFIED
PARTIES) from any claim, loss, litigation, or liability arising out of or in any way related to
this Agreement regardless of the cause, except for any liability arising from the sole
negligence, fraud or willful misconduct of the INDEMNIFIED PARTIES.
7. GRANTEE
In the performance of this Agreement, the GRANTEE, and the agents and employees of
GRANTEE, shall act in an independent capacity and not as officers or employees or agents
of the City.
a. 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 consent of City
shall be null and void.
9. 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
4
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 the City at:
City Manager
City of Newport Beach
3300 Newport Boulevard
P. O. Box 1768
Newport Beach, CA 92658 -8915
(949) 644 -3000
All notices, demands, requests or approvals from City to GRANTEE shall be
addressed to GRANTEE at:
Gregg Schwenk
Executive Director
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
(949) 253 -2880; Fax 253 -2881
10. TERMINATION
(a) 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. This Agreement is made on an
annual basis, and as such is subject to non - renewal at its termination.
(b) 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.
5
11. 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.
12. 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.
13. 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.
14. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both
GRANTEE and the City and approved as to form by the City Attorney.
15. 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.
16. 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 Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
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17. EQUAL OPPORTUNITY EMPLOYMENT
GRANTEE represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race, religion,
color, national origin, handicap, ancestry, sex or age.
18. 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.
IN WITNESS WHEREOF, the City and GRANTEE have executed this Agreement as of the date
first above written.
APPROVED AS TO FORM:
gar6n C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH:
"""ioialoration
Steven osans y, May
for the City of Newport ch
NEWPORT BEACH FILM FESTIVAL:
By 1�
(C rate Officer)
Title:
Q�
Print Name: 16�'
........... �� W ms.µ ...............
By.
inancial Officer)
Title: —T�- ec, `7' 0
Print Name: TZck nuc,
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2002 -2003 GRANT AGREEMENT
NEWPORT BEACH FILM FESTIVAL
This Agreement, entered into this q day of 2002 by and between the
CITY of Newport Beach, a charter City (CITY) and the Ne ort Beach Film Festival, a
non - profit corporation (GRANTEE), is made with reference to the following:
WHEREAS, the CITY is a municipal corporation and 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
activities related to the establishment of an annual professional film festival in Newport
Beach that brings to Newport Beach the best in classic and contemporary filmmaking;
and
WHEREAS, the CITY has approved this Grant to GRANTEE with the
understanding and GRANTEE'S agreement that the Grant funds will: (a) be expended
solely for the purpose of activities related to providing an annual film festival, open to
the general public, in the City of Newport Beach, California (collectively defined as
"Activities "; (b) not be used for any activity that would violate state or federal statutory or
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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
(c) be used such that all venues for the screening of films, and events open to the
public, will be held within the City of Newport Beach. (These GRANTEE expenditure
conditions in (a) through (c) are collectively defined as the "Approved Use ").
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. GRANT
CITY agrees to Grant to GRANTEE the sum of seventy five thousand dollars
($75,000.00). This Grant (Grant Funds) shall be paid as follows: the first
installment of Twenty -five Thousand Dollars ($25,000) shall be paid on or before
August 155, 2002; the second installment of Fifty Thousand Dollars ($50,000)
shall be paid upon receipt and approval of the reporting documents following the
second quarter, and on or before February 15t, 2003. The Grant Funds shall be
used solely by GRANTEE for the Approved Use and for no other use and the
balance of the Grant Funds shall be returned to the CITY on written demand
served no less than sixty (60) days after expiration of this Agreement.
2. TERM
The term of this Agreement shall commence on July 1, 2002 (the Effective Date)
and shall continue in full force and effect until terminated by the CITY or until
June 30, 2003, whichever occurs first.
PAI
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3. REPORTING AND ACCOUNTING REQUIRMENTS
(a) At all times during the term if this Agreement, the GRANTEE shall
maintain true, proper, and complete books, records, and accounts
(collectively called "books and records ") in which shall be entered fully and
accurately all transactions taken with respect to the operation of the
GRANTEE. The GRANTEE shall maintain the books and records in
accordance with Generally Accepted Accounting Principles, and allow the
CITY to conduct an audit of the financial records upon reasonable notice
at any times within four (4) years after expiration or termination of this
Agreement. It is the firm recommendation of the City of Newport Beach
that GRANTEE retain an independent accounting firm to conduct an
annual Independent Financial Statement Audit.
(b) GRANTEE shall, on a quarterly basis during the term of this Agreement,
furnish the CITY with a Statement of Activities describing the receipt and
disbursement activities of the GRANTEE. With this report, the GRANTEE
shall include quarterly check registers and descriptions of each
disbursement, as well as budget -to- actual - results. GRANTEE shall also
provide, on a quarterly basis, a Statement of Position describing the
assets and liabilities of the GRANTEE. All quarterly reports shall be due
to the CITY no later than thirty (30) days following the end of the reporting
quarter. 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.
(c) GRANTEE agrees to exercise prudent financial management processes
including proper oversight of all assets, budget preparation, and timely
reporting including budget -to- actual- comparisons, and including the
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maintenance of a finance committee comprised of Board members and
staff to oversee these processes.
(d) All Activities 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.
4. INDEMNIFICATION
GRANTEE shall hold harmless, defend and indemnify the CITY, and its officers
and employees, from any claim, loss, litigation, or liability arising out of or in any
way related to this Agreement regardless of the cause, except for any liability
arising from the sole negligence, fraud or willful misconduct of the CITY or its
officers or employees.
5. 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 consent of CITY shall be null and void.
6. 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
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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:
Project Administrator
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 GRANTEE at:
Mr. Gregg Schwenk
Executive Director
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
(949) 253 -2880; Fax 253 -2881
7. TERMINATION
(a) 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. This Agreement is made on an
annual basis, and as such is subject to non - renewal at its termination.
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(b) Specific Performance. GRANTEE agrees that the CITY has the legal
right, and all necessary conditions have been satisfied, to specifically enforce
GRANTEE obligations pursuant to this Agreement.
8. 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
Agreement will be effective only by written execution signed by both CITY and
GRANTEE.
Agreed:
CITY OF NEWPORT BEACH GRANTEE
Date: d$ d f e v
REVIEWED S TO FORM:
"' i
By.
Its: �. t
Date: c Z
'..>V...t...�
Date:
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