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HomeMy WebLinkAboutC-5893(I) - Grant Agreement for Special Event Support Program FY 14-15 - NB Wine & Food FestivalM GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND NEWBE PRODUCTIONS LLC This Grant Agreement ( "Agreement ") is entered into this 10th day of July, 2014 ( "Effective Date "), by and between the City of Newport Beach, a California municipal corporation and Charter City ( "City "), and NEWBE PRODUCTIONS LLC, a California Limited Liability Company located at 2400 West Coast Highway, Suite 11 -104 ( "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 allow 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 Wine and Food Festival ( "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 Fifteen Thousand Dollars ($15,000) ( "Grant Funds ") to Grantee pursuant to certain conditions regarding expenditure, reporting, and accounting requirements. NOW, THEREFORE, the Parties agree as follows: 1.1. City awards to Grantee Grant Funds in the amount of Fifteen Thousand Dollars ($15,000) 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. 1.2. Grant Funds shall be disbursed by City to Grantee at the time of execution of this Agreement. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until June 30, 2015, 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 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). NEWBE PRODUCTIONS LLC Page 2 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 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. 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 NEWBE PRODUCTIONS LLC Page 3 not expended by or before June 30, 2015, 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 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. 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. 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 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. NEWBE PRODUCTIONS LLC Page 4 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 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 9.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Stefanie Salem NEWBE PRODUCTIONS LLC 2400 West Coast Highway, Suite 11 -104 Newport Beach, CA 92663 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. 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. NEWBE PRODUCTIONS LLC Page 5 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. 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. NEWBE PRODUCTIONS LLC Page 6 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -4 /,8 / /`/ By: Aaron C. Harp City Attorney ATTEST: �� f Date: / By: vW1VUvul Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: '%�., [Lt (c.r By: 'c .-JZ'- Dave KM City Manager GRANTEE: NEWBE PRODUCTIONS LLC, a California limited liability company Date: r By: o °R e S efani alem E Presid t Attachment: Exhibit A: Grant Proposal [END OF SIGNATURES] NEWBE PRODUCTIONS LLC Page 7 Exhibit A Grant Application and Event Budget Locey, Mary From: form—engine@fs23.formsite.com Sent: Friday, March 21, 2014 2:32 PM To: Locey, Mary Subject: Special Event— NewBe Productions #7935350 Special Event — Application for Financial Support Reference #: 7935350 Status: Complete Date: 2014 -03 -21 14:32:00 User: 107.185.84.41 (IE 10 - Windows) Referrer. http://unvw.newportbeachca.gov/index.aspx?paac=2032 FFonr1 Login Account (optional) j New Users / Returning Users CLICK HERE to setup or return to your account for this form. Creating an account enables you to return to this form and your submitted results. An account will also enable you to ipartially complete this form and return later to finish the form. The account you establish is only for this form. 1 Directions for Completing the Application Form • Each question should be answered clearly and briefly. • If a question is not applicable, enter N /A. • Attach a copy of the event budget (2 -page maximum) • Incomplete or application received after the submission deadline will notbe accepted. • Do not sumit collateral materials (i.e. marketing materials and programs). They will not be considered. • Submissions received via mail or online will be considered equally.. • Completed application must be received no later than 4 p.m. on Friday, March 21, 2014. Special Event Support Evaluation Criteria The City of Newport Beach will consider the following criteria in evaluating requests for financial support: 1. The event should advance the City of Newport Beach as an exciting place to live, work, play, learn, and visit. 2. The event should give Newport Beach residents and businesses a sense of civic pride and ownership. 3. The event enhances, serves, involves, benefits, and or promotes a sense of community for the residents of Newport Beach. 4. The event does not have to be free of charge, but should be accessible to the community/public. 5. The application must include a copy of the Event Budget (2 -page maximum). 6. The amount of financial support requested from the City should represent no more than 25% of the total event budget. (Volunteer hours may not be counted toward the total event budget, but the value of in -kind goods and services may be counted.) 7. The applicant should demonstrate strong financial management and effective management controls over the event, including cost effectiveness. Successful applicants must agree to provide the event's financial statements and allow the City to conduct its own review of them, if desired. 8. If the event is charitable in nature, it should benefit a local Newport Beach or Orange County-based charitable organization. 9. The event must be held between July 1, 2014 and June 30, 20 15. * Name of Applicant Organization: NewBe Productions LLC Applicant Representative Contact Information * First Name Stefanie * Last Name Salem * Full Address 2400 W. Coast Hwy, Ste. 11 -104, Newport Beach, CA 92663 * Phone Number (949)335 -2348 * Email Address stefanie(@.newbefest.com * Type of Entity FI Corporation N LLC ❑ LLP ❑ Sole Proprietor ❑ Other Authorized Agents for Entity (signing authority for entering into contracts) * First Name Stefanie * Last Name Salem * Title President * First Name Stefanie * Last Name Salem * Title President * Entity Address (if different from applicant): same as above * Name of Event: Newport Beach Wine and Food Festival * Event Date(s): September 19-21,2014 * Is this an annual event? 3 FX yes Dan * Event location /venue: RED O / Civic Center Lawns & Community Room / Various Restaurants * Type of event: F1 Art/Culture ❑ Sports ❑ Commercial ❑ Social FX Community ❑ Special Interest ❑ Other * Have you previously received City support for this or any other event sponsored by your organization? ❑ Yes FX No * If yes, please list the event(s), year(s) and amount(s): N/A * Is there a fee to enter the event? If yes, what is the amount of the fee? Yes. Minimum of 4 events with ticket prices ranging from $125 to $225. 100% of proceeds go to local charities. * Describe what, if any, portion of the event is FREE to the public. None - Tickets to festival will include wine, food, chef demonstrations, sommelier seminars, mixology classes, live jazz music and will be available to the general public for purchase. * Brief Description of Event (150 -word maximum): -The Newport Beach Wine and Food Festival will be the quintessential chef-centric event for food and wine lovers in Orange County. - Kick -off dinner at RED O with Chef Rick Bayless - Daytime festival at the Civic Center on the lawns and in the Community Room. -Local and national celebrity chef cooking demonstrations on two stages -Grand Tasting Pavilion promoting our top Newport Beach restaurants and showcasing their chefs - Sommelier seminars - Mixology contests -World class wine and spirit tastings -Live jazz music - Lounge and booth opportunities for our sponsors -The daytime festival will be reminiscent of the Pebble Beach Concours D'Elegance with vintage furniture, settees and hand passed hors d'oeuvres on silver trays ... a reflection of the sought after lifestyle of Newport Beach. - Evening Pop -Up restaurants are a collaboration of national celebrity chefs and local executive chefs creating a one -of -a -kind dining experience. -100% of proceeds will go to our local charities. * Anticipated Event Attendance (indicate participants vs. spectators, if applicable): RED 0 -240 Daytime Festival per day 400 participants 1100 spectators Pop Up restaurants: TBD * Summarize applicant's prior event experience (100 -word maximum): Stefanie Salem - 20 years entrepreneurial, business and sales experience. - Founder/President of Hampton Court Publishing - published "In God's Time, the building of a Democratic Nation" - sales totaling 6 million. Katy Higgins - President of BESPOKE - Produced 1 100 events over 12 years in Newport, nationally and internationally. - Works with celebrity chefs on the "Patron Secret Dining Society" - Featured in Martha Stewart - Received industry's highest global award, "Best Event Produced for an Individual over $1,000 per person." Pat Merrell - Founder/President of PTS Marketing - Co- produced Hawaii Food & Wine Festival for 5 years. * If the Applicant conducts similar events elsewhere, please provide details including: where, when, safety issues, and if applicable, why the event left its previous location (150 -word maximum): N/A Financial Support Request * Amount of cash requested (do not request fee waivers or in -kind donations): $25,000 * Briefly describe how the requested funds be used. -Civic Center lawns and community room for 3 days -City Policemen -Trash cans, dumpster, maintenance during event and clean up after - Portable toilets, bathroom attendants * The City's support should represent no more than 25% of the total event 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? IX Yes ❑ No * The City's support must be used for the implementation of an actual special event. (i.e. event execution, not planning the event.) Does your request meet this criterion? nX Yes ❑ No * The request for City support must include a list of other City entities or groups (e.g., City Arts Commission, Newport Beach Restaurant Association Business Improvement District) from which the applicant is seeking financial support. Are you seeking financial support from other City entities? ❑X Yes F1 No * If you answered yes above, please list the entities or groups and the amount of financial support requested from each: Newport Beach Restaurant Association Business Improvement District - we will present to them at their May meeting. They said we needed to wait until after their annual voting meeting. We will ask for $5,000 Attach event budget (2 -page maximum) eJDubI2V Projected Budget 2014- City.xlsx Projected Budget for the Newport Beach Food and Wine Festival 2014 Ticket, Auction, Sponsor & Misc Income #'s Projected Budget RED O Launch party, dinner 240 48,000 Pop Up Restaurant #1 Tickets 125 21,875 Pop Up Restaurant #2 Tickets 100 17,500 Festival Tickets 1000 195,000 Discount Pre -sale tickets 1000 150,000 VIP Festival Tickets 100 22,500 Weekend Pass Tickets 50 27,500 Two day pass 100 30,000 Gate sales day of event 50 9,750 Exhibitors Fees GTP 40 25,000 Exhibitors Fees 20 10,000 Most all of the following have proposals already This is the requested amount Sponsor - Rolex 5,000 Sponsor - HOM Sotheby's 10,000 Sponsor- PIM CO 10,000 Sponsor - Pacific Life 10,000 Sponsor- Land Rover /Jaguar /Aston Marton 10,000 Sponsor- Irvine Company 50,000 Sponsor - Sire Eyewear 5,000 Sponsor - Sub Zero Wolf 5,000 Sponsor - Chase Bank $10,000 Sponsor - Barnes and Noble $5,000 Sponsor -City of Newport Beach 25,000 Sponsor - NB Restaurant Association 5,000 Sponsor - Southern Wine and Spirits 30,000 Sponsor - Epic 2,500 Sponsor -Deep Eddy Vodka 7,500 Projected Cash Income 747,125 In Kind Donations Sub Zero Wolf Outdoor dual BBQ stage 10,000 Sub Zero Wolf Indoor dual indoor kitchen stage 10,000 Whole Foods 8,000 QSC - Sound and Amplification 10,000 Archive Rentals 15,000 Rodger's Gardens - floral and trees 5,000 Island Hotel 10,000 SOAP Creative Group 23,000 PR services 10,000 Greer Wilder- greerOC 3,000 Total In Kind Income 104,000 Not included in projected cash income Festival Event Expenses RED 0 Dinner +tax 27,840 Pop Up Restaurant #1 + tax Pop Up Restaurant #2 + tax RED O /Pop Up's- Design, lighting, sound Richard Blais Chef appearance fee Other Chef Appearance fee Stipend for restaurants Civic Center lawns Civic Center community room Special Event Permit GTP Tent GTP Chandeliers fencing Table /chair Rental Linens Market umbrellas Generator /cable rentals Labor for Set up Archive Rental - the "look" of event Signage /poles /hanging supplies Trash / maintenance / bathroom attendants Extra Portable higher end toilettes City Police and Private Security Ice Wine Glasses NewBe reimbursements ABC license Jazz bands Welcome Bags Volunteer and Supplier food Program Books Event volunteer T -shirts Event Letterhead /savethe date cards Postage Fees Festival Web Site Design & Maintenance Wristbands Office supplies Name Badges Advertising Company /Event Insurance Videographer Photographer Telephone Aprons and Chef hats for bunnies BESPOKE by Katy Higgins Contingency fund NewBe Productions - staff salaries m $6,000 $30,000 $8,000 $5,520 $7,440 $922 $8,273 $800 $6,000 $2,000 $7,200 7 6, 1, 4,75( $4,000 $2,500 t-I v ('n cs' CJ SPONSORSHIP AGREEMENT 2014 =F10.ST ADih l WW&FOW SFPTFMBFR 0 -31. 2014 PRINCIPAL CONTACT Name: JIM WALKER Company: NEWPORT BEACH RESTAURANT ASSOCIATION Address: 2441 EAST COAST HIGHWAY City: CORONA DEL MAR State: CA Zip Code: 92625 Tel: (949) 673 -6585 Fax: (949) 673 -9583 Email: iim(mthebun¢alowrestaurant.com SPONSORSHIP DETAILS AND TERMS COMMUNITY PARTNER SPONSORSHIP BENEFITS • Sponsorship listing at no cost • Logo prominently featured on all marketing collateral /step and repeat, event program, press release, advertisements and website • loft x loft Exhibitor space during daytime event for a concierge service to participating restaurants and to promote Dine NB • Market umbrellas and tables with linens • Cohesive signage provided • Support for City Special Event Funding for Newport Beach Restaurant Association INVESTMENT: • Participation and assistance of NBRA board members, Thomas Guilioni and Joe Campbell to secure additional Newport Beach restaurants participation in the Newport Beach Wine and Food Festival NewBe Productions LLC - www.newportwineandfood.com - (888) S11 -FEST Page 1 SPONSORSHIP AGREEMENT 2014 • Support for City Special Event Funding for Newport Beach Wine and Food Festival • Event listing included on: 1. DineNB.com 2. VisitNewport.com • Commitment to strongly promote the Newport Beach Wine and Food Festival to the restaurants of Newport Beach PAYMENT: • No Cost TERMS OF AGREEMENT This agree ent is effective as of C.3 14 (date) and shall remain effective until the "Event" ends on 21" of September, 2014 at 5:00PM. This agreement defines the terms under which NewBe Productions ( "Owner") and Newport Beach Restaurant Association ( "Sponsor") enter into a sponsorship agreement for the first annual Newport Beach Wine and Food Festival 2014. Cancellation Policy: This agreement is effective as of the date signed below and shall remain effective until the Event ends on 21September 2014 at 5:OOPM or until terminated by either party. Owner may terminate this agreement at any time by notifying the sponsor in writing or by email. SPONSOR: Limited License: Owner grants the Sponsor a limited license to use any of the artwork on the Event site for the -7 , purpose of promoting the Event and linking to the Event site. Sponsor grants Owner a limited Newpo Beach Restaurant Association Date lira Wa er, President license to use Sponsor's logo in festival promotional material and on the Event site. OWNER: Miscellaneous: This Agreement shall become effective on the date signed below and will remain in effect until all responsibilities set out are fulfilled. The parties acknowledge that they will use their best good faith efforts to negotiate and resolve subsequent issues that may arise from this Agreement as a result of unforeseen occurrences and that may alter the conditions of this Agreement. I AS TO FORM: Attorney BIhIIN ckM 2400 W. Coast Highway, Suite 11 -104 Newport Beach, CA 92663 Tel: (888) 511 -FEST %iSlty CITY MNAGER, CITY OF NEWPORT BEA i yfpc Attu City \ °" NewBe Productions LLC - www.newportwineandfood.com - (888) 511 -FEST Page 2 VENDOR INFORMATION FORM Instructions: COmDlete the form below and remit as Dart of vour Proposal. VENDOR- INFORMATION Vendor Name (Legal Entity Name): Entity Tvae (e.p. California j 1 /) & corporation) L'l Address For Notices: 4-17-1 fs�) Project Manager (Name And Title): c�G� 0-7/�s Ile, Amy Contact Numbers n Phone: 9(�/ --j3�j Email Address � /}. 0�I jolyl ✓/� VENDOR SIGNATURE AUTHORIZATION AND CERTIFICATION and/or the attached Board Resolution (if applicable), [/we hereby verify that I /we am /are (an) authorized signatory(ies) for the aforementioned Consultant and as such am/are authorized to sign and bind the Vendor in contract with the City of Newport Beach. 1. CONSULTANT AUTHORIZED SIGNATORY(IES): SIGNATURE PRINT NAME TITLE DATE 2. SIGNATURE AUTHORIZATION IS PROVIDED.IN ACCORDANCE WITH: ❑ Proposer's Bylaws/ Operating Agreement Section ❑ Copy Attached ❑ Board Resolution ❑ Corporate or Business and Professions Code`* ❑ Copy Attached ' "If Consultant is a corporation, two (2) authorized signatories will be required on all documents submitted, unless specified in the organization's Bylaws or by corporate resolution. IMPORTANT NOTE: If the signature authorization status of any individual changes during the term of the contract, it is the responsibility of the Consultant to contact the City Administrator for the Consultant regarding:.ttW!�ch uw and to complete and submit anew Signature Authorization Form. Incorrect Information on file may delay the processing of any of the documents submitted,