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HomeMy WebLinkAboutC-4001 - Grant Agreement - Council Grant FY 07-08 / 08-09 / 09-10GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE BALBOA ISLAND MUSEUM & HISTORICAL SOCIETY This Agreement, entered into this 10" day of tkL&K 2009byand between the CITY OF NEWPORT BEACH, a California municipal corporation and Charter City ( "City "), and the Balboa Island Museum & Historical Society, a non - profit corporation located at 520 S. Bayfront, Balboa Island, CA ( "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 preserving the history of Balboa Island. WHEREAS, the Grantee has requested a grant in the amount of $15,000.00 (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 Fifteen Thousand Dollars and No Cents ($15,000.00) ( "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 Fifteen Thousand Dollars and No Cents ($15,000.00). GRANT FUNDS shall be paid as follows: Fifteen Thousand Dollars and No Cents ($15,000.00) 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. 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 preserving the history of Balboa Island; (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. (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 Grant Agreement Page 2 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, c auses 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 Balboa Island Museum & Historical Society (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: Albert D. Shonk Balboa Island Museum & Historical Society 225 Sapphire Ave. Balboa Island, CA 92662 (949) 673 -0251 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 Grant Agreement Page 4 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 parry 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: ynett eaucha Assistant City Atto ey ATTEST: By: Leilani Brown, City Clerk �rc" R CITY OF NEWPORT BEACH, a Municipal Corporation By: �- Davi A. Kiff, City Manager GRANTEE: Balboa Island Museum & Historical Society By: " (Corporate Officer) Title: Print Name i (F�ncial Officer) Title: //L� Print Name: l ilii !/, \%� i`�, /IS Grant Agreement Page 6 ,y GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND BALBOA ISLAND MUSEUM & HISTORICAL SOCIETY This Agreement, entered into this day of 2008 by and between the CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), and the Balboa Island Museum and Historical Society, a California non - profit public benefit corporation, located at 502 S. Bayfront, Balboa Island, CA ( "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 preserving the history of Balboa Island. WHEREAS, GRANTEEE has requested a grant in the amount of $15,000.00 (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 Fifteen Thousand Dollars and No Cents ($15,000.00) ( "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 preserving the history of Balboa Island; 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. (These GRANTEE expenditure conditions in (a) and (b) 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 Fifteen Thousand Dollars and No Cents ($15,000.00). This Grant shall be paid as follows: Fifteen Thousand Dollars ($15,000.00) shall be paid within 30 days of the Grantee's execution of this Agreement and receipt of the Grantee's operating budget for the 2008 -09 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, 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 E 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. 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 all funds within sixty (60) days. K7 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. 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. 111 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: Albert D. Shonk Balboa Island Museum and Historical Society 225 Sapphire Ave. Balboa Island, CA 92662 (949) 673 -0251 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. E 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: Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: By. GV - LaVonne Harkless, City Clerk ;r.y C.. LI F(3 R CHilro /EWPO EACH: A I.- EAaKd"§e-l0',Ma\yd'r for the City of Newport Beach BALBOA ISLAND MUSEUM AND HISTORICAL SOCIETY: By: (Corporate Officer) Title: Print Name: , _ �✓ ���,���� f ` B (Financi ficer) 4 l' Title: Print Name:C_f/ W/ -e GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND BALBOA ISLAND MUSEUM & HISTORICAL SOCIETY This Agreement, entered into this g G day of , 2007 by and between the CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), and the Balboa Island Museum and Historical Society, a non - profit corporation located at 502 S. Bayfront, Balboa Island, CA (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 preserving the history of Balboa Island. WHEREAS, GRANTEEE has requested a grant in the amount of $15,000.00 (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 Fifteen Thousand Dollars and No Cents ($15,000.00) (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 preserving the history of Balboa Island; and (b) not be used for any activity that 1 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. (These GRANTEE expenditure conditions in (a) and (b) 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 Fifteen Thousand Dollars and No Cents ($15,000.00). This Grant shall be paid as follows: Fifteen Thousand Dollars ($15,000.00) 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. 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 IJ 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. 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. 3 6. 7 3 3 r] INDEMNIFICATION 0 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. 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. 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. 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: 4 10. TERMINATION r� L Craig Page Balboa Island Museum and Historical Society 502 S. Bayfront Balboa Island, CA 92662 (949) 675 -3952 (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. i u 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. 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] 0 IN WITNESS WHEREOF, the City and GRANTEE have executed this Agreement as of the date first above written. APPROVED AS TO FORM: Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: By: LaVonne Harkless, City Clerk _ CITY OF NEWPORT BEACH: A N,�nicipal 03rration Steven Rosans*y, May for the City of Newport BALBOA ISLAND MUSEUM AND HISTORICAL SOCIETY: By: (Co%oratb Officer) Title: Print Name: c t�-A' By: (Fina cial Officer) Title: Print Name: X1,6 e,- 7