HomeMy WebLinkAboutC-5555(H) - Grant Agreement for Special Event Support Program FY 13-14 - Cdm Scenic 5Ki
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
CORONA DEL MAR CHAMBER OF COMMERCE
This Grant Agreement ( "Agreement ") is entered into this 11th day of June, 2013
( "Effective Date "), by and between the City of Newport Beach, a California municipal
corporation and Charter City ( "City "), and CORONA DEL MAR CHAMBER OF
COMMERCE, a California nonprofit corporation located at 2855 E. Coast Highway,
Suite 101 ( "Grantee "). City and Grantee are at times individually referred to as "Party"
and 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 Corona del Mar Scenic 5K ( "Grant
Proposal ").
C. The City Council determined the Grant Proposal is for a worthy project that will
benefit the City's resident's quality of life.
D. The City Council approved a grant in the amount of Seventeen Thousand Dollars
and no /100 ($17,000) ( "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 Seventeen Thousand
Dollars and no /100 ($17,000) 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.
12 Grant Funds shall be disbursed by City to Grantee as follows (select one):
® At the time of execution of this Agreement.
■ • • • , .
❑ In four (4) equal installments on the following dates: (a) N /A; (b)
N /A; (c) N /A; and (d) N /A.
a
Flo
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. REPORTING AND ACCOUNTING REQUIREMENTS
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 audit/examination 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.
4.3. 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
CORONA DEL MAR CHAMBER OF COMMERCE 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
record s/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 to the 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.
CORONA DEL MAR CHAMBER OF COMMERCE 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. In the event that the Grant Funds are not used for the Approved Uses or
are not expended by or before June 30, 2014, Grantee shall notify the City in writing,
and shall be obligated to return the Grant Funds to 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 or 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.
� r
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.
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
CORONA •- CHAMBER OF f - -...
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
9.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Attn: Linda Leonhard
CORONA DEL MAR CHAMBER OF COMMERCE
2855 E. Coast Highway, Suite 101
Corona del Mar, CA 92625
10.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.
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.
CORONA DEL MAR CHAMBER OF COMMERCE PagelM
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.
113. 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.
11.14. Equal Opportunity Employment. Grantee represents that it is an equal
opportunity employer and it shall not discriminate against any contractor, employee or
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.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY' OFFICE
Date:
By: "Av �8 i'1A1AJt0 icr
Aaron C. H p
City Attorney
ATTEST:
Date:
By: `
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: Z,IZ-tIIn.
By:
Dave-KiTf
City Manager
GRANTEE: CORONA DEL MAR
CHAMBER OF COMMERCE, a California
nonprofit corporation
Date: j
yy
Linda Leonhard
President
By:
Jim Digrado
Chairman of the Board
[END OF SIGNATURES]
CORONA DEL MAR CHAMBER OF COMMERCE Page 7
Exhibit A
FY 2013 / 2014
City of Newport Beach
Special Event Application for Financial Support
A
Submitted by:
THE CORONA DEL MAR CHAMBER OF COMMERCE
2855 E. Coast Hwy, Suite 101
Corona del Mar, CA 92625
(949) 673-4050
LindaPUrnChamber.com
March 10, 2013
Name of Event:
Corona del Mar Scenic 5K
Event Date(s):
1
Is this an annual event? Yes No
Type of Event (circle one):
Art/Culture 0 Sports Commercial a Social O
Community Special Interest O Other
I Event location/venue:
,Start & Finish on Ocean Avenue (See Event Map)
Have you previously received City support for this or any other event sponsored by your
organization? YES NO [:] A �n�r >� t,
C' is
If yes, please list the event(s), year(s) and amount(s):
This event has been a 50/50 partnership with the City until this year. This will require additional
Costs such as staffing and city fees.
Is there a fee to enter the event? If yes, what is the amount of the fee?
Yes. Participation nuns from $15 -$45.
Describe what, if any, portion of the event is FREE to the public.
The local restaurants supply meals to all the runners as part of their registration fee. Spectators may
attend for free.
The 33rd Annual Corona del Mar Scenic 5K brings the community together when 3,000 runners &
walkers of all ages make their way through the beautiful ocean view streets of Corona del Mar. At
the finish -line , participants are treated to a feast hosted by Newport Beach's finest restaurants, and
unique vendor and sponsor presentations and awards ceremony.
Anticipated Event Attendance (indicate participants vs. spectators, if applicable):
3,000 Participants and a few hundred spectators
Summarize applicant's prior event experience (100 -word maximum):
The Corona del Mar Chamber of Commerce has been a partner with the City of Newport Beach on
this annual Event for 32 years.
If the Applicant conducts similar events elsewhere, please provide details including: where, ti
safety issues, and if applicable, why the event left its previous location (150 -word maximum):
Financial Support Request
-Amourit of cash requested (do not request fee waivers or in -kind donations):
$1x",000
Now will the requested funds be used?
Funds will be used to pay for Execution and Services of the event.
The City s support should represent no more than 25% of the total event
es
No
budget. Volunteer hours may not be counted toward the total event budget,
but the value of in -kind goods and services may be counted. Does your
request meet this criterion?
The City's support must be used for the implementation of a special event.
es)
No
(i.e., event execution, not planning the event.) Does your request meet this
criterion?
The request for City support must include a list of other City entities or
Yes
e9oF j
groups (e.g., City Arts Commission, Balboa Village Business Improvement
District) from which the applicant is seeking financial support. Are you
seeking support from other City entities?
If you answered yes above, please list the entities or groups and the amount of financial support
requested from each:
Attach event budget & mail the completed application to:
City of Newport Beach
City Manager's Office
P.O. Box 1768
Newport Beach, CA 92658 -8915
Or save as a pdf and e-mail to rnnLPy ne4� 3ortt eachca.gou
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Cash Basis
4 i!
CONFIDENTIAL
Total Income 95,900.00
Expense
Jan • De...
Ordinary IncomelExpense
51,000.00
Income
27,600.00
Scenic 5K Sponsors
30.000.00
Scenic SK Vendors
7,000.00
Events Income
5,200.00
Attendance Fee
6,000.00
5K Race Registrations
58,900.00
Total Attendance Fee
58,900.00
Total Events Income
58,900.00
Total Income 95,900.00
Expense
68,300.00
....................
Scenic Sk Expenses
51,000.00
Facility Fees & Permits
27,600.00
Special Event Permits
3,000.00
Police
3.100.00
Municipal Operations
5,200.00
Recreation Staffing
6,000.00
Total Facility Fees & Permits 17.300.00
Total Expense
68,300.00
....................
Net Ordinary Income
27,600.00
Net Income
27,600.00
CCNFIPI =NTIAI Page 1