Loading...
HomeMy WebLinkAboutC-4000 - Grant Agreement - Council Grant FY 07-08 / 08-09 / 09-10 / 11-12GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND NEWPORT BEACH SISTER CITY ASSOCIATION This Agreement, entered into this /1 "t day of / = -' , 2011 by and between the City of Newport Beach, a California municipal corporation and Charter City ( "City "), and the Newport Beach Sister City Association, a non - profit corporation ( "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 engage in activities related to creating international understanding and cooperation with cities in other countries that have been carefully selected for mutual benefit. WHEREAS, Grantee has requested a Grant of Ten Thousand Dollars and No Cents ($10,000.00) for Fiscal Year 2010/11 and a Grant of Five Thousand Dollars and No Cents ($5,000.00) for Fiscal Year 2011/12 (hereinafter the "Grants' or the "Grant Funds ") from the City. WHEREAS, the Newport Beach City Council has determined that the Grants are in the public interest and for the benefit of the citizens of Newport Beach. WHEREAS, the City has approved the Grants under conditions of expenditure and reporting and accounting requirements. WHEREAS, City has approved of the Grants 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 the development of Youth Exchange, Cultural Exchange, Technical Knowledge Exchange and Economic Exchange as described in the City of Newport Beach Sister City Association Council Policy 1 -12 ( "Policy'); (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) than Ten Thousand Dollars and No Cents ($10,000.00) shall be appropriated during the fiscal year July 1, 2010 through June 30, 2011 and Five Thousand Dollars and No Cents ($5,000.00) be expended during the fiscal year July 1, 2011 through June 30, 2012 ( "Spending Periods "). (These Grantee expenditure conditions in (a) through (c) are collectively defined as the "Approved Uses "). NOW, THEREFORE, the Parties agree as follows: 1. GRANT City agrees to pay to Grantee as follows: Ten Thousand Dollars and No Cents ($10,000.00) 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. Five Thousand Dollars and No Cents ($5,000.00) shall be paid within 30 days of City's receipt of the Grantee's operating budget for the 2011 -12 Fiscal Year. 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, 2012, whichever occurs first. 3. RESTRICTIONS ON USE OF FUNDS The Grant Funds are subject to the following Approved Uses. The Grant Funds shall: (a) Be expended solely for the purpose of activities related to the development of Youth Exchange, Cultural Exchange, Technical Knowledge Exchange and Economic Exchange as described in the City of Newport Beach Sister City Association Council Policy 1 -12 ( "Policy "); (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) Ten Thousand Dollars and No Cents ($10,000.00) shall be appropriated during the fiscal year July 1, 2010 through June 30, 2011; Five Thousand Dollars and No Cents ($5,000.00) be expended during the fiscal year July 1, 2011 through June 30, 2012 ( "Spending Period "). Grantee further warrants to City that the Grant Funds will be spent solely for the Approved Uses and the Grants shall be used by Grantee for the Approved Uses during the Spending Period or the money shall be returned to City, as described in Section 5 below. 4. REPORTING AND ACCOUNTING REQUIRMENTS (a) Grantee shall maintain a separate bank/checking account for the Grant funds. Only Grant funds shall be deposited in this account. Only Grant eligible expenditures shall be paid from this account. Grant Agreement Page 2 (b) 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. A. (c) At the end of each fiscal year (defined as July 1 through June 30, to coincide with the City's fiscal year), the Grantee shall provide a financial statement detailing the use of the Grant funds in sufficient detail to determine that Grantee has accounted for the Grant funds and expenditures for the preceding year were accounted for consistent with this Grant Agreement, the Newport Beach Municipal Code and other City all rules and regulations, including a determination whether expenditures of Grant funds were allowable under this Grant Agreement and said rules and ordinances. (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 Uses and for no other use and only pursuant to the terms set forth in this Grant Agreement. In the event that the Grant Funds are not used for the Approved Uses by or before the Spending Grant Agreement Page 3 Period. 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 the Newport Beach Sister City Association (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. 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. Grant Agreement Page 4 All notices, demands, requests or approvals from Grantee to City shall be addressed to the City at: With a copy to: 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 Library Services Director City of Newport Beach 1000 Avocado Avenue Newport Beach, CA 92660 (949) 717 -3800; Fax (949) 640 -5648 All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: President Liddy Palsen City of Newport Beach Sister City Association P.O. Box 3134 Newport Beach, CA 92659 10. TERMINATION (a) In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Grantee. In the event of termination under this Section, City shall be entitled to return of any Grant Funds paid to Grantee up to the effective date of termination.. On the effective date of termination, Grantee shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. Grant Agreement Page 5 (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. 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. Grant Agreement Page 6 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 B L� eome Mulvihill, I Assistant City Attorney ATTEST: By: ahl 9 �i� Leilani brown, City Clerk CITY OF NEWPORT BEACH, a Municipal Corporation By: Nca C D vi A. Kiff, City Manager GRANTEE: Newport Beach Sister City Association By: G orporate Officer) Print Name: ?flr -,J By: Financial Officer) Title: "T.iF Scc CE c Print Name: vG4�✓✓1� �ELE�€f(c Grant Agreement Page 7 NEWPORT BEACH SISTER CITY HAND -DELIVERED: May 17, 2010 May 14, 2010 Ms. Leilani I. Brown, City Clerk City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Subject: 3rd Quarter Report —Jan. thru Mar. 2010 Dear Ms. Brown, RECEIVED 7010 MAY 17 PM 1: 04 0ICS OF Tic Ci i (CLERK CITY 0.7_ T RE,4(H t fl 'T to the `Grant Agreement Between the City of Newport Beach and Newport Beach Sister City Association,' enclosed please receive the following documents per the reporting requirements, page 3, paragraph 4.(b): a) Quarterly Statements for the period January 1, 2010 thru March 31, 2010, consists of monthly statements; b) Statement of Budget to Actual Results, titled "Operating Budget — 1St thru 3rd Quarters; and c) Statement of Position of Assets and Liabilities. The Monthly Statement ending March 31, 2009 shows the Assets (Investment Account Balance - $11,986.47; and Check book balance - $25,827.77). There are no known Liabilities (expenses are paid as they are incurred). If you should have any questions, please do not hesitate to contact me. Thank you for your time and assistance in managing this Grant for our organization. Sinrely, Ruthi Klein NBS A Treasurer Cell: 949 / 677-0883 Office: 949 / 723-7800 Home: 949/ 646-1096 Enclosures Vwport Beach Si x I -A Auoci&n Fos> OFxe Bok 334 Vewpo& Beach Ch g2654 Ni -AMORT BEACH SISTER CITY A— OCIATION Operating Budget NEWPORT BEACH SISTER CITY 3nd QUARTER Cumulative July '09 thru Mar. 2010 Okazaki (Budget $7,900) Students Exchange Program Administration 25th Anniversary Sister City Relationship Total OKAZAKI 2009-2010 Budget REMAINING Income Budaetai $0.00 Expense Budgetary $5,000 $900.00 $2,000.00 $7,900.00 Actual $120.30 $2,335.77 $2,456.07 $5,443.93 0 Antibes (Budget $6,590) Students Exchange Program $6,100 Administration $490.00 Total ANTIBES $0.00 $6,590.00 $3,049.61 2009-2010 Budget REMAINING $3,540.39 Ensenada (Budget $2525) Mayors' Luncheon $2,300.00 Administration & Miscellaneous $0.00 Expenses $225.00 Total ENSENADA $0.00 $2,525.00 $0.00 2009-2010 Budget REMAINING $2,525.00 Annual Events EXPENSES Other Association Dues Stationary & Tri -fold Advertisement Conferences & Networking Insurance Other Administration T -Shirts Holiday Breakfast in December 2009 Annual Dinner in January 2010 French Dinner in June Youth Conference, Ireland in July Estimated Budget July 2010 Youth Conference - deposit International Festival at Mariners in Oct. Estimated Budget Total ANNUAL EVENTS 2009-2010 Budget REMAINING TOTAL - Estimate to Actual 2009-2010 Budget REMAINING INCOME Donations Membership Dues Fund Raising Events Book Sales & T -Shirts Subtotal $21,000 $900 $1,200.00 $220.00 $23,320.00 $500.00 $2,000.00 $350.00 $2,500.00 $500.00 $1,248.00 $700.00 $1,200.00 $800.00 $1,000 $5,000 $15,798.00 $32,813.00 $150.00 $130.00 $1,248.00 -$28.43 $3,210.87 $5,038 $475 $5,349 $15,572.45 $225.55 $21,078.13 $11,7:34.31 $21,000.00 $2,645.00 $878.86 $40.00 $24,563,86 Prepared by: Ruthie Klein May 14, 2010 Page 1 of 1 T f ^ C C N N N Z Z,t > > c LLA 7 L o co N N m O' V1 U •j p p E Q W y a @ Q 0 o % r Z W x W O Q O � N Q J m LU LL LL N U Z a Z N LL N Z r Z � N� U Ln L_ q 74 � JN = C O N c w n N m C a, zr N Ln M cli v L W O �C H _ c w LL. N ate) LL. a) LL. U) U) a, Li C @ C o C o C C •2 o U) C u, @ C u, w a) a 0 00 L Q U m m- n o n U O c 0 o a c E N E E O L YT O C =0- O 0 n ~ ~, C z_ - o o 0 > Y o Y o C) m E m OU m OU 0 n ti O = m L U N m L C N d U u) o U 2 U �L E L. Cl) ++ 4j O CD mi �U a s.+ oar 0 00 00 o o H N 0� pp o + 0 o O O O O Efl N t �w yIR c. , ,y., y O N tv) ct n LO �' O tl E L> {' r` j Ki (0 v3 (D N t" 1tn 0 U N � N 0cu N to N N o6 c b cu c, c 0) MLO LO `� Q� 0 i N ,-I C O � N� U Ln L_ q 74 a m r @ nLn o^ O rn nNn F � rr) N zr N Ln M cli N x U E O H _ c w LL. N ate) LL. a) LL. U) U) a, Li Li O a �i Li r Oct N t! .Fr V a) a L Q U O T'I O o N o \ N 00 lb� N N CO a7 cri � v tF, CL C M o� Ca O Y In U O C � m W U D N G 0 0 0 0 LO N 04 E W -0 -0 -0m C',"Lr i A N 4 LLn U) (fl N 0 O O 0 0 0 4* r C O � C U D {y 0 U O M U O U 0 m Z a) is (Um ca) F O O O 0 a CLD c Z O 2 .° 1E 3 a) m 4J N O J W N a Z x U E O H _ c w LL. N ate) LL. a) LL. U) 0 O O 0 0 0 4* U O M 00 O M O O tai O c- M N r M - M Ln Q - U) M> v co Q w LL. N ate) LL. a) LL. U) a) LL N Li Li O a �i Li r Oct N a) w C d O En E Q c o C a) U) W a) E (n vi 0 U) E W N 0 .� Q O 6 En E2 LO 7 (6 -0 7 � f6 m W a -Q 0 E-0 E x E •� a) in H .� c Q Z c w p o m - 2 G U O O x � C '` O F- m (1) _0 c c a) E A 0 H� Y U a V LU Ln m a Z r f- 00 N lD N in c rlm M ^ 00 m rl 'D 0 ItM .n 'O C0 N N N (6 C Ln l N L N Z .y Z V V)a � O v N � N C m N N N :3, C s O O Lu O tp O M a ) in -a w N O a) m c Q y ca> cu c c 2 —O Lf c 7 L r N .�Nx dm OO 8) � U G E c d 0 C N NN 0) f0 g Y T O O a m o ami r� U ` C N `1 E O N U E c CL U O �_ L C U L ` 0 N` a V U L) aN� Q'E E E N yYd V4 a c�i md m 74 vvN O 2 3 LL 'n c N F H H 3 c N N _d N w m p z-0 C 1 C� � w a a) � a) a .O 0)" N o j, C O-� E U Y Y Y >` U CL cid C d o � m Com m m j C m (D o CD Y C — 0 O m c 2 c 2 c 2 U} N LL LL LL m iJ O 4w O r� .\-1 to L O O NO iy ri Its O Cl? O MIts `i N u ,-I r�i o iz �+ N 00 N 00 of W O O to M T 0) v 00 co O LO N aN C w . �, C E v O d' 'tE E w ; r E w Lo �- N - Lri u > 6q � O A L O O O d y O 6 OC � M O l7 ? L7 ::E E!3 V ER 64 O O '^ (U o co o O O N vi OM b�4 T4 n 00 N lD N in c rlm M ^ 00 m rl 'D 0 ItM N m CO o • T W 00 •co X z Ln l N N N V)a °6 O v N O - Z �) �a U x Z L s O O Q U QL N O M O rl O N \ rl M M CN .� QD v � C, ,C3 Co 0 [� C � 'a U C W C) N 7 p O O O O L O O O O O O (D E t. a, i L L L CUIM N f6 CD co m N N N CO U) N C -- N QL >. eN, U N U) +j m CL d M M a) U z O O N O 06 W c5 s °6 O v N O - Z �) .F L U x Z n s O O aE: 0MU) QL N O M a ) in -a w N L EE a) .n Ca) aa) G mc c � C O � A LL V' 2 —O Lf LL O 2 C_ N Mr-, r -I d o N O O 0 s� CO U M W M M tm O M M N M U A Ln O � Li� Lt Lf N N r C E c d 0 C N NN 0) f0 g Y T O O a m o ami r� U NN •� U L N U) U U) C N `1 E O N U _ Ctq N E >+ � -) E c CL U O �_ L C U O (D N c U) U U) W N w W O 6 x W x Z N x ~ LL O 2 C_ N Mr-, r -I d o N Wj NEWPORT BEACH SISTER CITY HAND -DELIVERED: February 16, 2010 February 14, 2010 Ms. Leilani I. Brown, City Clerk City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 RECEIVED 2TO FED 16 PH 4- 2,5 OFFICE OF THE VITT CLEIRK n�,, I Y Subject: 1St & 2"d Quarterly Reports — September & December 2009 Dear Ms. Brown, Pursuant to the `Grant Agreement Between the City of Newport Beach and Newport Beach Sister City Association,' enclosed please receive the following documents per the reporting requirements, page 3, paragraph 4.(b): a) Quarterly Statements for the first two quarters, ending September 30, 2009 and December 31, 2009, respectively. This consists of Monthly Financial Statements for July through December showing each disbursement and deposit, and reflects the NBSCA check register. b) Statement of Budget to Actual Results, titled "Operating Budget — 1st & 2nd Quarters, July thru December 2009; and c) Statement of Position of Assets and Liabilities. The Monthly Statement ending December 31, 2009 shows the Assets (Investment Account Balance - $11,986.47; and Check book balance - $5,636.33). There are no known Liabilities (expenses are paid as they are incurred). If you should have any questions, please do not hesitate to contact me. Thank you for your time and assistance in managing this Grant for our organization. Sincerel , Ruthie Klein NBSCA Treasurer Cell: 949 / 677-0883 Office: 949 / 723-7800 Home: 949/ 646-1096 Enclosures keopo& Beach ;aerC>' kyocta� n �o_d 01 ce Box 304 kecapo& Beach C4 4265q /V VPORT BEACH SISTER CITY SSOCIATION Operating Budget NEWPORT BEACH SISTER CITY 1ST & 2nd QUARTERS - July thru Dec. 09 IkW Okazaki (Budget $7,900) Students Exchange Program Administration 25th Anniversary Sister City Relationship Total OKAZAKI 2009 Budget REMAINING Antibes (Budget $6,590) Income Budgetai $0.00 Expense Budgetarl $5,000 $900.00 $2,000.00 $7,900.00 $2,335.77 $2,335.77 Students Exchange Program $6,100 Administration $490.00 Total ANTIBES $0.00 $6,590.00 $0.00 21)09 Budget kEMAINING Ensenada (Budget $2525) Mayors' Luncheon $2,300.00 Administration & Miscellaneous $0.00 Expenses $225.00 Total ENSENADA $0.00 $2,525.00 $0.00 2009 Budget REMAINING $2,525.00 Annual Events Donations Membership Dues Fund Raising Events EXPENSES Other Association Dues Stationary & Tri -fold Advertisement Conferences & Networking Insurance Other Administration T -Shirts Book Sales & T -Shirts Subtotal Holiday Breakfast in December 2009 Annual Dinner in January 2010 French Dinner in June Subtotal Youth Conference, Ireland in July Estimated Budget ;a,l?*ntal International Festival at Mariners in Oct. Estimated Budget B+tlz4s�ial Total ANNUAL EVENTS '009 Budget REMAINING 2009 REMAINING ITEMS $21,000 $900 $1,200.00 $220.00 $23,320.00 0 i1 $23,320.00 TOTALS $23,320.00 Jan. 31, 2010 Checkbook balance $28,725.80 Prepared by: Ruthie Klein February 14, 2010 $500.00 $2,000.00 $350.00 $2,500.00 $500.00 $1,248.00 $7,o98,n() $700.00 $1,200.00 $800.00 $1,000 $5,000 $15,798.00 $32,813.00 $21,000.00 $175.00 $878.86 $1,248.00 -$28.43 $5,038 $5,349 $11,606.58 $4,191.42 $22,529.2-1 Page 1 of 1 a .< 3 a z 70 rn � O v m � O 6 p° R0 m m na = 2 m n '...' m m m W � (A(A n m m m m z D U) U) ^� u O Oo ,) N o z T 3 � >• V {.n W 00 (D 0 1 -0 (D m 0 N 0- n N W CDUl o V n 14 j V N C1 coo W n V v o rn o m -W O Go CD N o U t0 ( O ID o O cn V m Q) N 44 90 Ul (D r r m 0 r m h � O O .� Z v m V m 2 x h V m z v fA m m Q. (A ur 3 CD v mcnm (D O ' L cn b N rA m n W �. �. 0 (n :z3 O c m 3 (Ji CAo- (. o (D 3 ? Cr ,_ m 3 - a q m m o- O - b ur . N N C. � m h M O N o Z v c :D m CD m m n. (D N En -0 go o m c,) m 3 ,Z W m cn 0 m Q b (D h �. 0 Z n (Ji zT m (. O n 3 � D 0 O q b m o- O - b ur . N N C. � p* N 1 (Ji N Q D O N b O - b D N N C. � p* D D Lo c c 194 J = c c C: m co ka � n cn is Ul O �" r w w (( w w O p O f w " O COO coo o p C) 69�- o (D DIPJ 0 sq 69 fD O %i 4" Q. CC) � sa d1 n� a W W N� V CD V (`0i, A v, (A H 41, C) 0 __4 N Q W v p o N N 0 V— 194 J f, 169 M W ka � n is Ul O �" r N N O O p O f w V o p C) 69�- o (D DIPJ 0 O %i 4" sa d1 n� a W W N� V o o (`0i, A v, ao o 41, 00 0 __4 00 V oo m w v * 0 -i co m cnv o O a CD. o CD :3 n o-n`D (D cD q (D D< (D yX m� II � v b0 II 69C: P) CD m < 6 CD m o CD N O a 0 CCD, 3 w(D N w 0 � � �. N M Fn � cn (CD fl N N Co W Ul N N CD tn '0 V m CA C) OD m (n cn v � c0 co � W UM nN m Q) o U 0 0 nCD w ((D ((D w CDo H Z m C m � a M D z v F+ p m A OtfrVN O o rC p n VCD. hz-+ GO CD N m -4 o c 5 = cn = cn Z 0 v co � � c, p c� CD m o0 3 m m of m X (A -o o=� tr 0 cD CL w 0 rn A W a vU) Er W 3 Z n Ft 0 `� 7 7' °' "� 0) m ID m Z CD CD co -a ID LA X z �i n v O0 ID -n v (Cl0 m to c rn O o (D 6 CD .. Z 0 3 Q cin rn a a(p rn u) = v, o �, 'r• m A a W -i �' W n z v„ CD o `5 Q O C w oo v �. y � SA o p m f r m ,c (D I � O _ <• Q _ fn. N C m Oo d A o Oo :, C7CD n Vf m O N OD � '� �' o o 0 ... ::, t, � z w z A a W 3 O° a C` sp R Co 3 O CD O- c a. (D > V O W m Z c° -n p 3 = o a Z v \ 3 -o cmi, C v' m c O t0+ O [ao 0 N D a C- w o ao ao N w C > 6 > w w 0) w w N v cn -N (D (D (D (D Sq 7 � V O O V COO 169 LA N v M (D N CD w Lnv 0 0 O O cn r.,l o c) o O G' a `-' (A (n 3 -601, C N nx< 6Wn N t� : Efl co �` W44, W N N W N o W e v rn ` �p vtD O W (D _ / W W p O O c, cn O O n C m .� � Go N N W w v to �O r 14 cNr, � r V F+ V F+ 01 G1 r�r N - µ ffl 69 Efl 4fl ffl N Cl n N y W ® O O x �► O W J W (D O NOD N 6q O O Eq O O p K G p V F.a 4 N O) 6)W (.n O W W O O O O O Z ( C V .y N Uf W Ul O O O O W N m Ni n EA Dr A4 cq O O O) :3r '- O % O ti ff % O O �D rp 00 (D 00 Q M :,. C O 0 O O C) 00 O o co 0 ® O O to 169 n O -� -W cn 6q Ia 'n c E9 EA (p rt (D O v � O O 1 O rn N S) O rn rn N N � Oo O O O O a M co rC•r M S O O ry O N r,.) N Ul O � CN77 tNr V) H rr O y X N rn 0) W N n' ON Ui O < 0. N 00 p p 0 7 m N O N t^ W v N N O C� c OO O O O tA r w n Isq to m 0 0 -` r '� � u V o o +A �:, to Efl m o A o o D -r rn w W O O v o 0 0 ;n -- fD M �i r7r ® p 0 N N O CD O Q �. o K o f 0 c) _ C W -nrte, 7 (Cl`� � 4,9 y, CD nt En (D 0 a ,..' :p K) r00 N Q 01C O q 0) n N rD tA N V O 0 � 'T1 H � O � C: 0 •W -� � N O I O OD N x' O W (� ii N O) 4 LAnd U1 4�1- A N O x N N N N C,; V UJ U) CA Cn U) (n w (Do(s V p r (D 01 O 0o _0 U -0 O V '00 O 'U '06 m 00 a. 3 zz r.� 0 rI o z a v V m r Mv ,( o to cn o 0 _ Z 7 r+ d ti I" CA W ~31. N0 a r zs -4 Z G A r a X Q a i '{ m m z 70 n K > n m M t� ig} m X v m Z m v (A r.� 69 -• co a o to cn o 0 0 d N m m 3 m o (D (D 0 0 0 0 0 � v ; 7 fD or MN;o3mm-1 CY) 00 °�' a rn ; a (C 'D m W 3 CT �1 - o to cn Z pl 2 rt) ,, -I �. h to 7 a O A c •�-• Cn tag O� 0 O " M m d W c cn a V O 0) GI O m :3 w DD EH O CO (A v Z m m r CD O v v N O 0 O O s p O p ;,D, (n 7 W v ,•,1 m N m' (n v o w w z 0 .� (XA (rtA m = N 3 1l S N N m m cin (p r� ,� o m� 7 o CL „ n j 3 3 m � C v p m v ., -n 'n , a IE04 '* ) o 0 (D r m 3. Q Q o- m _� � coo CL CL o in -1 w O c� z_N -I `G cn < �' CP O O = N r i = cn m (n m (n (D p r Iii (� af) C ti# uNi 6v{p O W N O A a to CA N) 64 N Cl O A(D 3 D UNj a M (J, ch3 O 0 0 O p r.� 69 -• co a o to cn o 0 0 d 3 0 0 0 0 0 0 0 0 N CY) 00 z A f y � tag + q r D (0 CD V O U, O GI O �, as N O (J1 Cn A EH O CO D! v Z m m N O V co O �, w O o O 0 In 0 O O O p O p ;,D, Q c 0 CD 0 0 0 0 (XA (rtA 3 3 � N +R N � N N (D W CD 3 r ., rn IE04 o O V w O w' V � coo o h o o in -1 Ln N W 0 N `G cn A CP O O = N r w OC OMPA af) C ti# uNi 6v{p O W N O A a to CA N) 64 N Cl A(D 3 D UNj a M (J, ch3 O 0 0 O p ut f _. v N N N O O O Z m 000 ID Ut (D pr v O O W w Ni O) —' ~ O n K r O O O C p ti C O p Oo y LE OHO (D O O O (D 00 LA0 OLn O Cu 69 W C1 C -L iQ 6a cr to 6q "n Cn (D LA rr (D O rt ~' " aO 6q � O Cl (,V vii V (D S O N N O O N N N N O O p j (D V rt o� n N) U N)Cri H (D 1A (19 ; ry N 69 ffl ffl EA 7 X N v�p O+ W A w O CP .N 00 O f*1 r tv O u, Of 0 0 O (n O Cn O p y N LA rt N t0 O) .p O O O O O O O O� 7 N uC U1 a tv ,n LI) 00 to Cn ! O O _ -n 7 (D r* da ts 4A fq ts> 69K 69r+ 6q ut = a, O O -,� 0 v A o .p rn-r W V O O O 1 V O ;t,.4�1p O O (D -I (p w �O co Z. O V O v p in cr CL w -4 40h n ((AA (rtA � tv D 619 N p n tv EAp p 69 rD 0) m [1 C) p. ? N CU r, Ut N C) N (D f N O _OOi O p C � n W (D V CT E9 O � r A W O pp � PV {p WP� A Cn V Cl1 N vi W —� `+ �• NW rt 00 03 w p ::1 OD N N 0 O N N 00 w a OD CCA co O aa)j (n D �} p oo 0 00 �p 0 Cl) C w al o Nr X000 00 m x V m z m v cr 'W"'l C7 0 D o ?. T x -n T. f co !� K <<C C 0 co -i m n --A -I Vf s m S m 3 S (D m (D (D c (D c (DD ( p) O O ° C W M O �. p� (D v t C o -• rt a x m a Q m � N c: n Q' O a" o X,- << v� C N -n "'� Cn Q. Co y 7 i o (n ° S a O o o o (OD o CD a a 3 6 ((nn' (D � C7 m cn 03 < O` 0 (OD CD N (D (WD (D I (n v 6 N O= ° (D `< N � a �, �, CD cn CD 0 v G) _ °' 4 o z 3 o N _ 3 v O CD o cn (D cQcn CD v 0 C7 c o 3 W D c• � Co N N .C1 3 �# D - (D X p a o v (D 3 cQ tp v°i 3 O `< x� N - ° w m Cn 3 o c 0� �' C o m„ u z v v N CD w o CD Z o 0 X 3CD v, n n coi v ° ? �' fs, o' o cfi 3 G v W 10 o o v, <' CO � o m D c -n ° m m o Z 3 ° O o °� v CD N T W W N D(n ch GI m -n= W m -. a, in m v m O m (n W N m m O O + < o CD Q w < OD o = W N Co v p (n (n O O O o O W W <• < N m m 0 J p (OD W O O o 0 o Ocn a K v cn C) C) 0 NJ � 3 W W W w W W w W w w w WW m W W W W W W �' CA) - (o �' S 5' w w w w w w W (D w w w w W W w w w w W w W N 4 N rn N co O (o c (o (o W (o N (o C* Oo 00 0o �1 OD D1 OD (J1 o w w W w N w m O v O v OO `D a Q a Q a :3 o � m x V m z m v cr 'W"'l W Cn o O v� C p o C) I 4 3 v � o cn c• � v CD m z 0 o Z f.9 cfi 4.9 C W — OD O N N N N W W W m ch GI W OD v p O O O W N O O O O O -n 0 m' w N OD N O W V N Co v p (n O O O O O O J p W O O o 0 o Ocn a K ti NJ m to 0 m i° oc :3 o � o o 0 y� v v, c N a. N fT � N 69 C9 w w rn < a p (n O UG N 1 � O 0 M O m v � p � Q N n O 4 (D Q `C A �V o 0 0 0 0 0 0 O O O O O O O O O O O 0.°. O n O 0 O 0 O O 0 0 0 m m N m (D mN N N -• N CL o_ W n n a N N C7 (n Co O O OD (n W W O W v O O A W / § \ Ul e / m C) o / \ a E 9 / \ o \ % = m O ® Jo -2® & ® ® ? ° Q. \ 0- 0 n \ ■ O P & � =r (D kM @e» P@®® og77 o / 7 / (& 0 / & � 2 NJ w � NJ tn \ 2 � \ / m « m z � � c z 2 � ■ m e C) = _ T. ;a/ o > :K =m � \ — m (D o m o m e a En o= o= / " - \ v \ / § ( 7 J 7 D ) 0 { \ § / R � & 0 2 \ Ln D. n / m e / M ?& � % R 7 0 %% �/\ 7 2 = ] § g (A& R M» w \ \ \ \ CD G y //)f � w 7 \9 \ \ \ ) Jƒ q ƒ o- E \ Pli �j 7 I LA / / ° \ 0 c 0 « w -6q- 5 e e @ & # 7 M w R 5 / w E w w & a e a o % m « m z � � c z 2 � ■ m e C) = _ -n o > :K =m � @ — m (D o m o m e a s o= o= n " - \ v \ / § ( 7 J 7 D ) 0 § / R � & 0 2 \ n a / M ?& \ % R 7 0 %% f 7 2 = ] § g (A& R M» w \ \ \ \ $ ° f / � w 7 / \ \ \ ) q ƒ o- E \ 7 I LA ° c 0 En X uo tA m « m z � � c z 2 � ■ m e � # \ o m » \ c # \ % \ / / / B %% f g R® R M» w \ \ \ \ $ \ / //q\ w m « m z � � c z 2 � ■ m e (n G) o ., O v 4 �° O Ln N 4 � v 3 V -� rt �R V 0 k U m v) tL 44 a 44 N iM r N k r N r 0 C0 rn w w c� .c o � a N m v CD 0 m 3 w 0 L4 N 0 °' o O D v M— CD D �0 rt00 0 tA � w o V) v o� o m v m CD c � .p p w v � N N 0 0 0 0 N p O � a N 8o ,� 3 W co w 0 L4 N A o Qw W m '° 2 in m �0 rt00 0 tA Co p� o V) cu 3A w w cn Q) co w x GO 3 0 rn �' U) C w O GI d N Z (f)WQ '� — 3 O w � F~+ V Z N tA p �v 0�� ^ o = v � t o N Lri o r* N0 A O �f+ - 7, 3X N CD(n (D CUcD ?F, A Ul CR ~0%D cn (D= N ;r N 7 c (D < O (D W iv to Q° W r "q m n obi 7 iR ~ C3 l =r L V M+ O r m O v fD � C O t0 F+ � � = w A D O r o -h oCD 0 N V rt p� (DD rOr O S O O V V f1 d m fD W yE o O (D x N ID o luw rt O w cn o (D m O rt W rt 3 V W V W rt O -n v �3 _ O d rt A �. Ul N rn NN 4A.I O O 0 O N rr O p m c � .p p w v � N N 0 0 0 0 N p O m T m m crx 0 r d 0 m W co J o � N w o Qw W m '° 2 in m �0 rt00 0 tA Co p� o V) cu 3A w w 00 Q) co w x GO 3 �D rn �' U) C w �' GI d O aoa,�, Z CD '� — m T m m crx 0 4A fo) r d 0 m W A J o o m U) 0 ( 0 a m '° 2 in m �0 0 0 tA Co p� cr CL to 3A B Xo 00 (A a o CL GO 3 Z o ~ W � �' GI d O aoa,�, Z CD '� — 3 ,fl. � A + m �v 0�� ^ o = � 3 A O 10 w v o a (D CUcD ?F, LI) Ul CR ~0%D 1 C Z 7 c �i ' -' iv to V Ln W r "q m o 3 C3 l L V M+ O r v co a+ O t0 F+ � � = O r oA C d m r~ m 4A fo) �� v� O J o Lfl 0 0 tA cr CL m Z D N F+ FA m Z c� 3 ,fl. NN W orn rn 0 �v 0�� 0 0 0 o a LI) Ul CR ~0%D 1 H 0 0 s iv to V Ln L V M+ W co a+ r N n r oA N 7-k v �3 � v D ti O pp O 0 O N rr O p CL 0o N rn m 3 ti Ln i ov'i o o v N N p p a N Z L4A rt O 1 v G Lo w o rvl o< :3 0. N 00 a m 0 0 0 r 0 0 o i i �, L (f) 0 0 64 rr s o o ( o Q a\ K r) p X Xp tD H IA �D (D Z -i q a m < 0 N fp O N (D . . 00 (31� wo A co N 3v rn V O j/} C m (!1 N Lrl �. CO 0 O N O CJI O A A m Lnp cl> -a 3 ��rv0 o 00 O -0O wcfl r a' Z uoioocoo`- 0o rno -4 n (,D Tj m 4 coz (D n Q N d � N N O 1 7 0 D 07-� /7 T. --i K a H t� - s 3 3 =- (D (D CD N (D W rn V) CJD D CD .--� (D D M rt n C X �V N 0 O O v O m -Ico0 v 0 0 n CD a m Z COD O O NUl lD cD cD fD CD 0 D z u m= W o m m W M m Z N N �Do (%1 wJI C w O _ 3 m m m 3 ? z c =3 N w rn OD p o Cl) ., � 0 N O. b �� o (n Q (aa) N S Zo (D 0 CD H ic -n= w O rpt CD O i o d O tA m �m O 0 r m o m O fD v y 0 0(D = N CD0 (n N o CA z cn rt rt v (n o � N ry J i v a o 0 0 0 g a N 7 re ry N 0 > 0 w > > > w w In uo 6} 69 C m c c (o c c c r J a s vC6 ID N o a a a O c a' n Q N d � N N O 1 v m T U) H m G) 3 _,; O �M O u M In z x x d 0 O` H t� z En 0 C3 3 x O o CD �1 Cl)� r, 00 m z �V N 0 O O O 1 N O v m 4�1 IO W a rC rr COD O O T D O Oa W N r W 07 Z N N �Do (%1 wJI C w O W m N TI w co ? z c =3 p w rn OD p o n ., N O. o o v Zo _ 0 CD CD v "' x o w w rpt O O o d tA m �m O 0 0 m o m v y 0 0(D m N o CA z rt v (n o N ry J i v a o O O O O O g a N 7 re ry N 0 0 0 O O �. O In uo 6} 69 C m O O O r Cn rt N o cn t O c a' 7 m W fA O 3 7 A rn O X O w cn n N m v 3:: o 0 C Io N N Vv 0 o 0 C) n 0 o O 0 0 0 CD s N W a a a(3) -. .p v m T U) H m G) 3 _,; O �M O u M In z x x d 0 O` H z 0 C3 CD O CD z CD �1 Cl)� r, 00 m z 0 N 0 n O O O O E O m H IO W a rC COD O O T D Oa N N r N n N �Do CD TI z c =3 O Q Q N O. v Zo _ 0 CD CD O w w rpt O O p d tA m O O 0 0 m 3 v m T U) H m G) 3 _,; O �M O u M In N 0 H z a z 0 0 n O O =C in H H s a r N n z v a 0 0 :3 O rpt o ° tA m N 3 v y 0 0(D m CA z rt N ry J i rn O O O O O g a O 0 0 0 O O �. O In uo 6} 69 O O O r OH rt Z o N t O c a' tA n m 3 rn X w cn n N 0 C N _WP � w O O (O W N (9 m m z N m N 71) a) 0 az F. N _ 3 CD CD o� O N. 61 C. -n CD AO W 90 o C (n nmo CD OD CD - 0 v O mp a Cl)0 C ' *2 m N A A � c r °' 0 o � rn can ' m z a 2 = < m N tC 3 co CDCD O W O X 3 � � n o o A o O CD W ` p L m � m o 3 S = tQ v o N n _WP � w O O (O W N (9 m m z N m N 3 7 V N _ n mCD Cn O N. 61 C. -n 64 O w ? w7 m > M O N CD OD a wo +G co N v O O - � 0 G ac (n �' O o O 0 r (D v, 00 oCD 4A N tC C: N W p (n CT N W O O CD V N) O << p L m � ZI 69 N o n D O l� W G m y J W N n co N V O = S A J 0 m Z A m in p n,o 3 o {' C <nCD fD o � CD Cn Z V� O 07 CD 3°- C7 W (a o O 0 \ w -A N�rn z p 0 0 V 0)3 N d (DD10+ O O n O T7 i m m CD co N N CDX 00 O O 0 X d co (O (O w y H V V r+ Gl ° 6q W 0O N CD r+ M co (AO D 7 A A d r* N V N 0 CD 0 CD 0 0 0 J a A (p < d CS N CS N (OO (o vi H O r 2o`, to A y� r_cD (� cp v' v pql h a w � crl A O O 0 0 DoV �• o z N _WP � w O O (O W N (9 m m z N m 64 0 K_ 7 1 e n mCD o ; 61 0 -n mi N O O ?o c3 �07 CD � N �' o �'�` 0 r (D v, 00 Q C. U tC 3 3 a y O -B not N 11 o Z a p d ra a r r o M o ai W N n st n ° �+ �' �► m Z A O p n,o �; N C N ACD N CD Cn Z V� O 07 CD 3°- v W (a u CL O A \ w -A N�rn z p Z N H, ? f+ \ O T7 i m m 2 v p c0 .j O o w :r W W W V N p :J1 t0 D V N 0 CD 0 CD 0 fA CD A r m to 64 (�q ' � ell 0)q EN o ; v m -n N O O 0 o cJn o c o0 0 ,o„ Q C. m Z o W N ° �+ �' �► Z N �; N W (a O O O H rn O o ° O O o w :r W W W V N p :J1 D V N A 69 fA r to CoO crl A O O 0 0 0 o z 0 o W 0 O 0 W O O N Ch O O tA fA3 0 0 o o a 0 0 °o 00 0 00 ^-. ° O O H m D 69 fR 6q m N -0 m O 0)o N N O o CC Q tv N N O y. CD O O N O69 N r+ �bq I.S a CA G) 4O O O N N N cn 69 (O p C; CD d• m O O O VO to co O 00 O �• O \ N O O O O O N O O O N m •0 O O f� O N A W CD O N C Q C. O (D- r*e*o i ;u Z -I In a (fl N y D C M 6q 69 6o4O v N O N A O to N N 0) O O O n w S TJ m 4 �� cri N iR _{ C z mNvOW 0 � �v p t0 Efl n Cl) CD C CD n CD n TV O O'p -L, 0N Ul nm Wvb O N) V 00 v a' 00C N vp V p m m ,� w S7 Q Ul y Ci d X Z n O � -0 � C � m X m m (D C-) m R n O D rt 64 N N Efl kO (/) nd � < O m Ut w 164 to Ln Ln 00 co, o a m r° Q N Z OD J o cNo 3 U, .A T to (fl N -i to � C') � (D o O O O T m N W O O � r+ .- x rt + O N tD (D j v O (D tll `G F O OD cn O o O � O cQ CD O Ophi � 3 O p o v O 00 v W U) J Ul 00 U w o -0 pD 0 O Q QfA 00 O rr N kA O o cC°D w Z CA o < X u n co N 6 � cD (D C-) m R n O D rt 64 N N Efl kO Z m nd � W O W J Ut w 164 to Ln Ln 00 co, o � Q CA N 4) (D O O O cNo n U, .A It m r Z M N O 00 W O Cfl N J Ul Ul O O O O N Ul .D (D I U) O 1 N LU L')KNG>O O C m a C) co CL 0 0 o n O rr cn � a (D r+ O- O SCD O� H' N 4. '' t0�v O to w N O �" < O (A 00 O to (D L11 � O A N r N w N H k r N x r w In D m 9 m Z v m 0 m 3 m v M CD C N NO o 0 N o < X u n < :3 m r � cD (D C-) m R m o m T O Ro O< Z m Q -+ ON O y o y O N r X (D CA N 4) (D N n It o w � v O � O j v O cn o � o O r C.J U) J Ul 00 U O N p O 0 O 00 N O 00 W O Cfl N J Ul Ul O O O O N Ul .D (D I U) O 1 N LU L')KNG>O O C m a C) co CL 0 0 o n O rr cn � a (D r+ O- O SCD O� H' N 4. '' t0�v O to w N O �" < O (A 00 O to (D L11 � O A N r N w N H k r N x r w In D m 9 m Z v m 0 m 3 m v M CD C N NO o 0 N GRANT AGREEMENT T BETWEEN THE CITY OF NEWPORT BEACH AND NEWPORT BEACH SISTER CITY ASSOCIATION This Agreement, entered into this 31_ day of , 2009 by and between the CITY OF NEWPORT BEACH, a California municipal corporation and Charter City ( "City "), and the Newport Beach Sister City Association, a non -profit corporation ( "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 fife. 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 engage in activities related to creating international understanding and cooperation with cities in other countries that have been carefully selected for mutual benefit. WHEREAS, the Grantee has requested a grant in the amount of $20,000.00 (hereinafter the "GRANT" or the "GRANT FUNDS) from the City. 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 Twenty Thousand Dollars and No Cents ($20,000.00) ( "GRANT FUNDS ") to GRANTEE under conditions of expenditure and reporting and accounting requirements. 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 the development of Youth Exchange, Cultural Exchange, Technical Knowledge Exchange and Economic Exchange as described in the City of Newport Beach Sister City Association Council Policy 1 -12 (POLICY); (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 expended during the fiscal year July 1, 2009 through June 30, 2010 (SPENDING PERIOD). (These GRANTEE expenditure conditions in (a) through (c) are collectively defined as the "Approved Use "). NOW, THEREFORE, the Parties agree as follows: GRANT CITY agrees to pay to GRANTEE the GRANT amount of Twenty Thousand Dollars and No Cents ($20,000.00). GRANT FUNDS shall be paid as follows: Twenty Thousand Dollars and No Cents ($20,000.00) 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. 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. 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 creating international understanding and cooperation with cities in other countries that have been carefully selected for mutual benefit; (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 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. 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 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 the Newport Beach Sister City Association (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). Grant Agreement Page 3 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 are not officers, employees or agents of the City. S. 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) 6443000; Fax (949) 644 -3020 All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: President Chem Myers City of Newport Beach Sister City Association P.O. Box 3134 Newport Beach, CA 92659 10. TERMINATION Grant Agreement Page 4 (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) Speck 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 Grant Agreement Page 5 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 AS TO FORM: OFFICE OF THE CITY ATTORNEY eonie H. Mulvihill, Assistant City Attorney ATTEST: By: aa-� '�' �'n' Leilani Brown, City Clerk )n z .r LIL1 FOE' CITY OF NEWPORT BEACH, a Municipal Corporation By:-_��-✓��, D d d A. Kiff, City Manager GRANTEE: Newport Beach Sister City Association y By: (_Corporate Officenr/ Title: `I�i Srd��/u CI+ Print Name: eE , ( ncial Officer) ' 1 Title: if -C M QjM4 t� Print Name: :FAAf-k- f "PA Exhibits: Financial Statement for year ending May 31, 2009, and Operating Budget for the year ending May 31, 2010 Grant Agreement Page 6 FINANCIAL STATEMENT May 2009 `tom.. Reported- JAN APR 1LY OCT CHECKING ACCOUNT INVESTMENT ACCOUNT Beginning Balance 05/01/09 $20,539.44 as of 12131/09 $9,403.66 Credits $225.75 Credits $0.00 Debits $1,854.29 Debits $9 / / ; +t Ending Balance 05/31/09 $18.910.90 as of 03/31/09 $8,426.66 '?•Eck• 11:111dlq .. , . DEPOSITS (Credits) ® w A-11 w Administration Description Date Membership Okazaki Antibes Mexico & Other CaM Beau Solell Dinner 26 -May $225.00 Interest Earned 29 -May $0.75 7N /S APONTH INCOME (Credits) $225.75 YEAR-To -DATE INCOMt . }:, ; ::• A •. .. 5 • :!' '; :v 01 -+ :. ri'nR5 ' EXPENSE (Debits) Description Date Check # Purpose Additional luggage charges for gills Cherd Myers (reimbursement) 26 -May 3357 $150.00 taken to Japan for 25th Anniversary Transportation to LAX on Apr 1st. 5 Connie Skibba (reimbursement) 5 -May 3358 $561.75 persona, private van at $112.35 ea. 2 Chaperone's/Students' Expenses in France. $1.090.59, less $800.00 Justin Myers (reimbursement) 15-May 3359 $288.59 Advance distributed before trip May 17th Dinner to hear tales from CaM Beau Soleil 20 -May 3360 $753.95 Students returning from France Pays Charge for Hal Gray's Gift Wells Fargo NBSCA Visa Paymnt 26 -May VISA $100.00 Certificate to Gunivers Restaurant SUE, - rr. r.: SUAU 1151: 51 60•x'9 '0 u-; ±1Ur on TMS MONTFf EXPENSE (Det l $1,854.29 YEAR -To -DATE EXPENSES ',.)tat Der,iPi :;.: !:.. '• RECAP $10,354.84 Prepared By. Ruthie Year -to -Date Spent NEWPORT BEACH SISTER CITY ASSOCIATION June 14. 2009 Page 1 of t NEWPORT BEACH SISTER CITY Membership OPERATING BUDGET June 1, 2009 - May 31, 2010 Donations (City NPB; Pacific Life) Anticipated Membership Dues Fund Raising Events Member Events: Holiday Breakfast & Annual Dinner International Festival Youth Conference SUBTOTAL SALES T- shirts Book Sales SUBTOTAL Administration Sister City International & Other Assoc. Dues Conferences & Networking Insurance - General Liability Miscellaneous (Postage, Website, Gifts...) Stationary & Tri -fold Advertisements SUBTOTAL sib Okazaki, Japan Travel- Student & Chaperones Gifts, Administration & Trip Insurance SUBTOTAL * Antibes, France Travel - Student & Chaperones Gifts, Administration & Trip Insurance 20th Anniversary SUBTOTAL Ensenada, Mexico Mayors' Ensenada Race Luncheon Administration & Miscellaneous SUBTOTAL SUBTOTAL $ Credit from 2009 lapanese Student Exchange Cancellation (Funds used for expenses noted above on items not purchased each year, I.e. stationary, t- shirts, out -of- country Youth Conference,.... TOTAL BUDGET $ INCOME $21,000.00 2,500.00 1,000.00 $24,500.00 $300.00 80.00 $380.00 EXPENSE NET $1,000.00 $5,550.00 $5,000.00 $11,550.00 $12,950.00 $1,248.00 0.00 $1,248.00 ($868.00) $500.00 350.00 2,500.00 500.00 2,000.00 $5,850.00 ($5,850.00) $5,000.00 800.00 $5,800.00 ($5,800.00) $5,000.00 800.00 1500.00 $7,300.00 ($7,300.00) 200.00 $0.00 $200.00 ($200.00) 24,500.00 $ 30,700.00 $ (6,200.00) $6,500.00 $0.00 $6,500.00 31,000.00 $ 30,700.00 $ 300.00 Prepared by: R. Klein Nov. 29, 2009 NEWPORT BEACH SISTER CITY Hand -Delivered January 11, 2010 Ms. Leilani I. Brown, City Clerk City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Subject: Executed Contract No. 4000 Dear Ms. Brown, Enclosed, per your December 23, 2009 letter request to NBSCA President Chem Myers, please receive the 3 executed copies of Contract No. 4000 and a self- addressed envelope. In reference to the quarterly reports due, since the signing of this contract is at the end of the 2ntl quarter, we will remit our first report to your offices no later than February 15, 2010, and it will reflect the first two quarters, July 1, 2009 through December 31, 2009. 1 trust this will suffice since it is in keeping with the intent of disclosures. If this will not meet the requirement, please do not hesitate to contact me and I will accommodate your request. Thank you for assisting our organization, Newport Beach Sister City Association, obtain the Grant funds awarded by the Newport Beach City Council. If you should have any questions, please do not hesitate to contact me or President Cherri Myers. Sincerely, Ruth P Klei l NBSCA Treasurer Call: 949.677-0883 Enclosures: (3) Executed Contract No. 4000; Self- Addressed Envelope. c. Cherri Myers, NBSCA President (with End.) N 8 5 C A Post Office Box 3134 Newport Beach, CA 92659 i ,, i GRANT AGREEMENT BETWEEN C THE CITY OF NEWPORT BEACH AND NEWPORT BEACH SISTER CITY ASSOCIATION This Agreement, entered into this day of 0 t fir , 2008 by and between the CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), and the NEWPORT BEACH SISTER CITY ASSOCIATION, INC., a California non - profit public benefit corporation ( "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 engage in activities related to creating international understanding and cooperation with cities in other countries that have been carefully selected for mutual benefit; 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 the development of Youth Exchange, Cultural Exchange, Technical Knowledge Exchange and Economic Exchange as described in the City of Newport Beach Sister City Association Council Policy 1 -12 ( "POLICY "), attached hereto as Exhibit "A" and incorporated by reference; (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 0 pursuant to Section 501(c)(3) of the Internal Revenue Code; and (c) be expended during the fiscal year July 1, 2008 through June 30, 2009 ( "SPENDING PERIOD "). (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 pay to GRANTEE the GRANT amount of Twenty Thousand Dollars and No Cents ($20,000.00) in one installment payment within thirty (30) days of the execution of this Agreement. The GRANT shall be used solely by GRANTEE for the APPROVED USE and for no other use and shall be fully expended for the APPROVED USE with the SPENDING PERIOD. The balance of unused GRANT FUNDS shall be returned to the City within sixty (60) days after expiration of this Agreement. The City may approve an extension to the SPENDING PERIOD if GRANTEE requests in writing and provides program budget detail, which may include establishment of a reasonable reserve. 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, 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 (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. E 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. 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, 2009, GRANTEE shall notify the City in writing, and shall be obligated to return the funds within sixty (60) days. 9 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 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. GRANTEE INDEPENDENCE 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. 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. Ig 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 All notices, demands, requests or approvals from City to GRANTEE shall be addressed to GRANTEE at: President Chem Myers City of Newport Beach Sister City Association P.O. Box 3134 Newport Beach, CA 92659 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 filtttttttl•Yr- #ct • 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. N T 7 • � • 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. APPR VED AS TO FORM: 7 Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: B �'U�• LaVonne Harkless, City Clerk Exhibit A: Council Policy 1-12 9 r - CITY OF EWPORT B ACH: A Muni al C r ora ion Edw rd elich, yo for the City of Newport Beach NEWPORT BEACH SISTER CITY ASSOCIATION: By:jmu'�d&�N (Corporate Officer) Title: ��eS Clt'A;t— r Print Name: L ReI�K Y S By' (Financial Officer) Title: Print Name: .S GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND NEWPORT BEACH SISTER CITY ASSOCIATION This Agreement, entered into this day of Ven, %eta , 2007 by and between the CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), and the NEWPORT BEACH SISTER CITY ASSOCIATION, a non - profit corporation (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 engage in activities related to creating international understanding and cooperation with cities in other countries that have been carefully selected for mutual benefit; 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 the development of Youth Exchange, Cultural Exchange, Technical Knowledge Exchange and Economic Exchange as described in the City of Newport Beach Sister City Association Council Policy 1 -12 (POLICY); (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; 1 n .+ and (c) be expended during the fiscal year July 1, 2007 through June 30, 2008 (SPENDING PERIOD). (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 pay to GRANTEE the GRANT amount of Twenty Thousand Dollars and No Cents ($20,000.00) in one installment payment within thirty (30) days of the execution of this Agreement. The GRANT shall be used solely by GRANTEE for the APPROVED USE and for no other use and shall be fully expended for the APPROVED USE with the SPENDING PERIOD. The balance of unused GRANT FUNDS shall be returned to the City within sixty (60) days after expiration of this Agreement. The City may approve an extension to the SPENDING PERIOD if GRANTEE requests in writing and provides program budget detail, which may include establishment of a reasonable reserve. 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. 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 2 a 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. 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 3 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. 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. 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 All notices, demands, requests or approvals from City to GRANTEE shall be addressed to GRANTEE at: President Chard Myers City of Newport Beach Sister City Association P.O. Box 3134 Newport Beach, CA 92659 r 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. 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. 5 16. 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. 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] 9 IN WITNESS WHEREOF, the City and GRANTEE have executed this Agreement as of the date first above written. APPROVED AS TO FORM: Aaro'n C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: By: 671.�m LaVonne Harkless, City Clerk s CITY OF NEWPORT BEACH: A ' tcipal ration u _ Steven Rosar4ky, May for the City of Newport Bg ch NEWPORT BEACH SISTER CITY ASSOCIATION: By:rIt'vi/1 , Nvi'j (Corporal fficer) Title: _�Q { c,i Print Name:. lm�� �� ��y�� L a�QAIS S By: ( mancial O�fic Title: 1 AQ -a-1 � Print Name: �\& 61 VA