HomeMy WebLinkAboutC-5555 - Grant Agreement for Special Event Support Program FY 13-14 - Newport Beach Film FestivalGRANT AGREEMENT
�✓ } BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
v This Grant Agreement ( "Agreement ") is entered into this 1$i day of July, 2013
(� ( "Effective Date "), by and between the City of Newport Beach, a California municipal
corporation and Charter City ( "City "), and NEWPORT BEACH FILM FESTIVAL, a
1 California nonprofit corporation located at 4540 Campus Drive, Newport Beach, CA
E 1 92660 ( "Grantee "). City and Grantee are at times individually referred to as "Party' and
i collectively as "Parties" herein.
RECITALS
A. It is the policy of the City Council that the City's budget specifically allows the City
Council to direct revenue towards non - profit agencies, community groups,
community events, or enhancement projects with worthy projects or programs
which the City Council deems beneficial to resident's quality of life.
B. Grantee requested a grant from the City for the Newport Beach Film Festival
( "Grant Proposal ").
C. The City Council determined the Grant Proposal is for a worthy project that will
benefit the City's residents quality of life.
D. The City Council approved a grant in the amount of One Hundred Twenty Five
Thousand Dollars and 00(100 ($125,000.00) ( "Grant Funds ") to Grantee pursuant
to certain conditions regarding expenditure, reporting, and accounting
requirements.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
1.1. City awards to Grantee Grant Funds in the amount of One Hundred Twenty
Five Thousand Dollars and 001100 ($125,000.00) as requested by Grantee in the Grant
Proposal attached hereto as Exhibit A and incorporated herein by reference, or such
other amount as authorized by the City Council,
1.2. Grant Funds shall be disbursed by City to Grantee as follows (select one)
❑ At the time of execution of this Agreement.
❑ On or before Click here to enter a date..
In two (2) installments on the following dates: (a) 80,000 at the time
of execution of this Agreement; and (b) 45,000 on or after January
17, 2014.
FAIM Tl�i
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until June 30, 2014, unless terminated earlier as
provided herein.
3. RESTRICTIONS ON USE OF FUNDS
3.1. The Grant Funds are subject to the following expenditure conditions
( "Approved Uses "):
3.1.1. The Grant Funds shall be expended solely for the purposes
provided in Exhibit A;
3.1.2. The Grant Funds shall not be used for any activity that would
violate City, state or federal statutory or decisional law such as regulations affecting
non - profit or tax exempt organizations exempt from taxation pursuant to Section
501(c)(3) of the Internal Revenue Code; and
3.2. Grantee further warrants to City that the Grant Funds will be spent solely for
the Approved Uses and the Grant Funds shall be used by Grantee during this
Agreement's term otherwise the Grant Funds shall be returned to City, as provided in
Section 5 below.
4.1. At all times during the term of this Agreement, Grantee shall maintain true,
proper, and complete books, records, and accounts (collectively, "Books and Records ")
in which shall be entered fully and accurately all transactions taken with respect to the
operations of Grantee under the Grant Proposal and the expenditure of the Grant
Funds. Grantee shall maintain the Books and Records in accordance with Generally
Accepted Accounting Principles.
4.2. If the Grantee has been audited by an independent auditor or has been the
subject of a compliance audittexamination by a grantee or regulatory agency during the
past three years, audit reports and management letters indicating compliance violations,
fraud, illegal acts, material weaknesses in internal control structure or reportable
conditions, in connection with such audits shall be delivered to the City thirty (30) days
prior to the effective date of this agreement. If no audits or events as described above
have occurred during this period, the Grantee shall provide City a written assertion that
no audits or similar examinations have occurred during the three (3) year period and an
assertion that the Grantee is not aware of any events or conditions, described above, or
other information that might reasonable impact City's decision to fund the grant as
requested.
43. City reserves the right to designate its own employee representative(s) or its
contracted representative(s) with a Certified Public Accounting firm who shall have the
right to audit Grantee's accounting procedures and internal controls of Grantee's
financial systems as they relate to the Grant Proposal and to examine any cost,
revenue, payment, claim, other records or supporting documentation resulting from any
Newport Beach Film Festival Page 2
items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its
representative(s) at mutually agreed upon reasonable times and in conformance with
generally accepted auditing standards. Grantee agrees to fully cooperate with any such
audit(s).
4.4. This right to audit shall extend during the length of this Agreement and for a
period of three (3) years or longer, if required by law, following the date of any Grant
Funds tendered under this Agreement. Grantee agrees to retain all necessary
records /documentation for the entire length of this audit period.
4.5. Grantee shall, upon conclusion of the event, furnish the City with a Balance
Sheet and Income Statement describing the receipt and disbursement activities of
Grantee with respect to the Grant Funds. In its sole and absolute discretion the City
may also require Grantee to submit: (1) quarterly check registers and descriptions of
each disbursement; (ii) budget -to- actual- results; and (iii) a statement of position
describing the assets and liabilities associated with the Grant event. All reports,
including a post -event evaluation, shall be due to the City no later than forty -five (45)
days following the conclusion of the event. In the event that an independent audit is
conducted, Grantee shall forward a copy of the audited report tot eh City for review,
including any Management Letter, Report on Internal Controls, or Reportable Conditions
letter generated during the course of the audit.
4.6. Grantee agrees to exercise prudent financial management processes
including proper oversight of all assets, budget preparation, and timely reporting
including budget -to- actual - comparisons.
4.7. All Approved Uses shall be performed by Grantee or under Grantee's
supervision. Grantee represents that it possesses the professional and technical skills
required to perform the services required by this Agreement, and that it will perform all
services with a standard of care and in a manner commensurate with the community
professional standards.
4.8. If Grantee has supported Political Action Committees(s) (PACs) during the
past three (3) years, the Grantee shall hire an independent auditor to perform limited,
agreed -upon testwork procedures to provide City assurance that City sponsored event
profits did not subsidize the funding of Political Action Committees (PACs) and event
proceeds were adequately segregated from funds used to support PACs. Agreed upon
procedures may include a review of a detail list of the past three (3) years of PAC
contributions and expenditures, including:
a. An identifying donor number, date and amount of each reported
contribution; and
b. A detail of expenditures sufficient enough to determine that the
expenditures were solely for PAC - related expenses; and
c. Any retained earnings or fund balance at the end of each fiscal year.
Substantive documentation for the contribution and expenditure should be available
upon request. City shall approve the agreed -upon testwork procedures prior to the
commencement of fieldwork.
Newport Beach Film Festival Page 3
5. USE OF GRANT FUNDS
The Grant Funds shall be used solely by Grantee for the Approved Uses and for no
other use, including but not limited to political activity in support of a PAC. In the event
that the Grant Funds are not used for the Approved Uses, Grantee shall notify the City
in writing, and shall be obligated to return the Grant Funds in full to the City within ten
(10) days. If the Grant funds are not expended by or before June 30, 2013, Grantee
shall notify the City in writing and shall be obligated to return the unexpended Grant
funds to the City within thirty (30) days.
6. INDEMNIFICATION
6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to this Agreement (including the negligent and/or willful acts,
errors and /or omissions of Grantee, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable for any or all of them).
6.2. Notwithstanding the foregoing, nothing herein shall be construed to require
Grantee to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity
shall be construed as authorizing any award of attorney's fees in any action on or to
enforce the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Grantee.
In the performance of this Agreement, the Grantee, and the agents and employees of
Grantee, shall act in an independent capacity and are not officers, employees or agents
of the City. The manner and means of performing the Approved Uses are under the
control of Grantee, except to the extent they are limited by statute, rule or regulation and
the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to
constitute approval for Grantee or any of Grantee's employees or agents, to be the
agents or employees of City. Grantee shall have the responsibility for and control over
the means of performing the Approved Uses, provided that Grantee is in compliance
with the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Grantee as to the details of the performance or to exercise a
measure of control over Grantee shall mean only that Grantee shall follow the desires of
City with respect to the results of the Approved Uses.
Newport Page
8. PROHIBITION AGAINST TRANSFERS
Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of
the services to be performed under this Agreement, directly or indirectly, by operation of
law or otherwise without prior written consent of City. Any attempt to do so without
written consent of City shall be null and void.
9. NOTICES
9.1. All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the third business day after the deposit thereof in the United States
mail, postage prepaid, first class mail, addressed as hereinafter provided.
9.2. All notices, demands, requests or approvals from Grantee to City shall be
addressed to the City at:
Attn: City Manager
City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92658 -8915
93. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Gregg Schwenk
Newport Beach Film Festival
4540 Campus Drive
Newport Beach, CA 92660
%TERMINATION
10.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses
to perform any duty required by the Agreement or performs in a manner inconsistent
with the terms, conditions and restrictions in this Agreement. In such event, City shall
give Grantee, thirty (30) days written notice to cure, if the default can be cured and City
shall be entitled to terminate this Agreement if Grantee has not cured the default within
the thirty (30) day cure period. City shall be entitled to immediately terminate this
Agreement if the default cannot be cured through corrective action. If terminated for
cause, Grant Funds shall be returned to the City pursuant to Section 5. This Agreement
is made on an annual basis, and as such is subject to non - renewal at its termination.
10.2. Termination without Cause. City may terminate this Agreement at anytime
with or without cause upon seven (7) days written notice to Grantee, any remaining
Grant Funds in Grantee's possession at the time of termination shall be returned to City
pursuant to Section 5.
Newport Beach Film Festival Page 5
10.3. Specific Performance. Grantee agrees that the City has the legal right, and
all necessary conditions have been satisfied, to specifically enforce Grantee's
obligations pursuant to this Agreement.
11.STANDARD PROVISIONS
11.1. Recitals. City and Grantee acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
11.2. Compliance With all Laws. Grantee shall at its own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental entities,
including federal, state, county or municipal, whether now in force or hereinafter
enacted.
11.3. Waiver. A waiver by either Party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
11.4. Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
11.5. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Grant Proposal or any other
attachments attached hereto, the terms of this Agreement shall govern.
11.6. Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
11.7. Amendments, This Agreement may be modified or amended only by a
written document executed by both Grantee and City and approved as to form by the
City Attorney.
11.8. Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
11.9. Controlling Law And Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
11.10. Eauai Opportunity Employment. Grantee represents that it is an equal
opportunity employer and it shall not discriminate against any contractor, employee or
Newport Beach Film Festival Page 6
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age or any other impermissible basis under law..
11.11. No Attorney's Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorney's fees.
11.12. Counterparts. This Agreement may be executed in two {2} or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Newport Beach Film Festival Page 7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATj7r'�OFFICE
Date:
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: '1 h 0. -Z
Aaron C. Harp Dave
City Attorney �,��'` 1 City Manager
ATTEST: -7 a9.' y,
Date:
0*-
B y:
Leilani I. Brown
City Clerk
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Attachment: Exhibit A: Grant Proposal
GRANTEE: Newport Beach Film Festival,
a Californio nqnprot corporation
Date: -7/A
By:
Greg -8chwenk
CEO
Date: 7/� /00/3
By /(
ik rordell
1 st Vice Pre dent
[END OF SIGNATURES]
Newport Beach Film Festival Page 8
Name of Applicant Organization:
Newport Beach Film Festival
Applicant Representathie Contact Information:
First Name, Last Narne
Gregg q Schwen k
Full Address
4540 Campus D, ivu, Newport Beach, CA 92660
pihorie Email
940-253-2380
type or tzmay (circie one):
Corporation LLC LLP Sole Proprietor
Name: of Event:
Newport Beach Film Festival
Event Dat-e(s):
April 24th - May I st 2014
Is this art annual
Type of Event (circle one):
Art/Culture (")
corrimuniry 00)
ue:
Sports 0
Special Interest 0
Gornmercal Social
Other
OlthrN
Edwards Sig Newporl, Regal Fashion island, Reqzrcy Lido Th&.�Ase, OCMA, Saga Hill Kgh School, The Port, Triangle Square
Have you previously received City support for this or any other event sponsored by your
organization? YES NO
If yes,'please list the event(s), year(s) and amount(s):
From 2000 - 2012 amounts ranging form $50,000 - $125,000
Is there a fee to entar the event? If yes, what is the amount of the fee?
Ferns range from frer, to $500. The fee fcr general admission 1,,; $14 and an P-,,Il Acc Paszs is $500
Describe what, if any, portion of the event is FREE to the public.
OUr seminar series, special screonings, and other selected evet &�
nt
See Rttachrnerlt #1
Filmmakers -.500+/-
-S-utnn5lnze applicant's prior
t,2
vs. spectators, if applicable.):
AudienGe 553,000 +/-
If the AppAcant conducts similar events els,--where, please provide details including: where, v&
safety issues, and it appficable, why the event left its previous location (I50 -word maximum):
N/A
Financial Support Reqt.wst
Arnount of cash rprtuosted (do not rp.rtaest fee waivers of
$150,000
How well the requested funds be7sr;d?'--—
Event Production
Njuwp--t Beach Event Venues
Newport Reach Hotel Expe'isos
Marketing of Newport Reach and Nuwport Fl(,aoch Film Festival
The City 'ssupport should represent no more than 2%' of twee t )tai event
budget. Volunteer hours may not be counted toward the total event budget,
but the value of in-kind goods and services ray be counted. Does your
reauest meet this criterion?
The Citys support must b+-, used for the) in tplementation of a spocral event. ec',
(Le., event execution, not planning the event.) Does your request rr"t this
criterion? I
The request for City suPpoil must include a list o:F other City e,"Itilies or
grOUPS' (e.g, City Ail, Comrnhsion, Balboa Village Business In-,provement
District) from which the applicant is seeking financial support. Are you
seeking support from other City entities?
it you answerec yes a
requested from each:
City Arts Commission - $6000
the e
or groups
Attach event budget & mail the g9mpk-te�d_ application to:
City of Newport Beach
City Manager's Office
P.O. Box 1768
Newpon Beach, CA 92658-8915
Or save as a pdf and H-nmil to f
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DEADLINE FOR SUBMHTING APPLICATIONS – Friday, March 16, 2012
Attachment #1
Event
The Newport Beach Film Festival offers our corrununity the ultimate festival
experience with many social, cultural and professional opportunities, Tile Festival
features special events including i ed carpet galas, post screening receptions,
conversations with filrnmakers, and industry seminars. The Festival offers attendees
an opportunity to tningl-.-.� with filin industry professionals, avid filmgoers, Hollywood
celebrities and filryanakers from around the globe. In '2014, the Festival will host a
red carpet Gala Opening Night featuring live entertainment and world class cuisine
from Newport Beach restaurant,-.,. Each year over 500 filmmakers travel to the
Newport 13,each Film Festival and enjoy Newport Beach's hot(,�ds, dining, shopping and
racreation.
The Festival partners with sveral arts orbanizatioms, includi
e ng, Orange County Filnn
Society, Orange County Museurn of Art, The Studio at Sago Hill, Peter and Mary lVaith
Interpretive Center, Segeistrom Center for the Arts, Carnegie Hall, Orange County
Performing Arts Center, Pacific Symphorly Orchestra and UC Irvine,
Attachment #2
WqKy-qf the
Rta E I Festival
Since its launJ-, in 2000, 'he Festival has presented several acclairywd filnis su('ii as Tfm,w
Cove, (.500) Days of Summer, Project Nim, waitress, Letters to Juliet, Paprika, Crash, Rroken
EnOsh, Layer Cake, The Illusionist, Emmaruel's Gift, Mad Hot Ballroom, Spellbound, Cosda in
the Sky, Born into Brothels-
Each yeirtne Frxstival prasents an array ref special pmgrams including: Art, Architecture
Oesiqn Fittrys, Action Slvrrs Films, MU51c Films, ranilly Films, Enviromnental FlIms, Youth
Film; ,,md Collegiate Showcase .The Fc,,.Aiv,-fl fteitures ni&htly special events, indudh)g red
carpet gala , post, sc.reening recep,ions, converfitions with furmakers, international q)Gtlights,
inc luMU7 a re'rospectives,
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