HomeMy WebLinkAboutC-6275(A) - Grant Agreement for FY 15-16 - Newport Beach Film FestivalGRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NEWPORT BEACH FILM FESTIVAL
U
This Grant Agreement ("Agreement") is entered into this 8th day of October,
2015 ("Effective Date"), by and between the City of Newport Beach, a California
municipal corporation and Charter City ("City"), and NEWPORT BEACH FILM
FESTIVAL, a California corporation located at 2000 Quail Street, Newport Beach, CA
92660 ("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 Film 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 One Hundred and Fifty
Thousand Dollars and 00/100 ($150,000.00) ("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 and Fifty
Thousand Dollars and 00/100 ($150,000.00) 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):
® In two (2) equal installments on the following dates: (a) $75,000.00
at the time of execution of this Agreement; and (b) $75,000.00 on
or after January 4, 2016.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until June 30, 2016, unless terminated earlier as
provided herein.
NEWPORT BEACH FILM FESTIVAL Page 1
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 6 below.
4. PERFORMANCE MEASURES
4.1. Grantee shall adhere to the following objectives and performance measures
("Performance Measures"):
4.1.1. Grantee shall abide by the measureable objectives and
performance measurements detailed in the Performance Measures attached hereto as
Exhibit B and incorporated herein by reference.
5. REPORTING AND ACCOUNTING REQUIREMENTS
5.1. 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.
5.2. 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.
NEWPORT BEACH FILM FESTIVAL Page 2
5.3. 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).
5.4. 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.
5.5. 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.
5.6. Grantee agrees to exercise prudent financial management processes
including proper oversight of all assets, budget preparation, and timely reporting
including budget -to -actual -comparisons.
5.7. 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.
5.8. 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
NEWPORT BEACH FILM FESTIVAL Page 3
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.
6. 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, 2016, Grantee shall notify the City in writing, and
shall be obligated to return the Grant Funds to City within thirty (30) days.
7. INDEMNIFICATION
7.1. 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).
7.2. 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.
8. 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
NEWPORT BEACH FILM FESTIVAL Page 4
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.
9. 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.
10. NOTICES
10.1. 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.
10.2. 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 92658-8915
10.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Attn: Gregg Schwenk
NEWPORT BEACH FILM FESTIVAL
2000 Quail Street
Newport Beach, CA 92660
11.TERMINATION
11.1. 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 6. This Agreement
is made on an annual basis, and as such is subject to non -renewal at its termination.
11.2. Termination without Cause. City may terminate this Agreement at anytime
with or without cause upon seven (7) days written notice to Grantee, any remaining
NEWPORT BEACH FILM FESTIVAL Page 5
Grant Funds in Grantee's possession at the time of termination shall be returned to City
pursuant to Section 6.
11.3. 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.
12.STANDARD PROVISIONS
12.1. Recitals. City and Grantee acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
12.2. 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.
12.3. 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.
12.4. 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.
12.5. 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.
12.6. 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.
12.7. 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.
12.8. 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.
12.9. 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.
NEWPORT BEACH FILM FESTIVAL Page 6
12.10. 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.
12.11. 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.
12.12. 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'S OFFICE
Date: 1 0 15
By:�` I ��
Aaron C. Harp ! y
City Attorney
ATTEST: /� )5
Date:
By: "M� , 64w�,
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: lvoj-(,,l ii
By: c --
Dave
City Manager
GRANTEE: NEWPORT BEACH FILM
FESTIVAL, a California corporation
BI
Gregg Schwenk
CEO
By: ce .
Ja ice Arrington
S cretary
Attachment: Exhibit A: Grant Proposal
Exhibit B: Performance Measures
[END OF SIGNATURES]
NEWPORT BEACH FILM FESTIVAL Page 7
EXHIBIT A
GRANT APPLICATION
NEWPORT BEACH FILM FESTIVAL Page A-1
Locey, Mary
From: form engine@fs23.formsite.com
Sent: Sunday, lune 07, 2015 3:03 PM
To: Locey, Mary
Subject: Special Event—Application for Financial Support Result 88436810 -Newport Beach Film
Festival
Special Event Support Application - Signature Events
Reference #: 8436810
Status: Complete
Date: 2015.06-07 15:03:09
User: 64.58.171.133 (IE 11 - Windows)
Referrer: https�//fs23.formsite.com/ms/formLoeinReturn
Form Login Account (optional)
New Users7i 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
,partially complete this form and return later to finish the form. The account you establish is only for this form.
Directions for Completing the Application Form
• Each question should be answered clearly and briefly.
• If a question is not applicable, enter N/A.
• Please adhere to the word limits in certain sections.
• Attach a copy of the event budget.
• Incomplete or applications received after the submission deadline will not be accepted.
• Do not sumit collateral materials (i.e. marketing materials and programs). They will not be considered.
• Applications must be submitted online.
• The completed application must be received no later than 4 p.m on Monday, June 8, 2015.
Funding Levels - New!
Signature Event Grants will be awarded at set, not -to -exceed levels based upon an evaluation of the event budget, an estimate of
related City special event fees, and the estimated economic benefits to the City of having the event based in Newport Beach.
The City's financial support should represent no more than 25 percent of the overall event budget.
The City may choose to enter multi-year agreements with grant awardees. All agreements, whether for one year or multiple
years, will include right to audit language and include measureable objectives and performance measures for evaluating the
event's marketing and economic impact.
Signature Event Grants Funding Levels*
•Tier 1 - $15,000 - $25,000
• Tier 2 - $25,001 - $50,000
Tier 3 - $50,001 - $150,000
*Grants provided based on analysis of related City event fees and economic benefits City would derive from the event.
Applicant / Event Information - Signature Events
*Name of Applicant Organization:
Newport Beach Film Festival
Applicant Representative Contact Information
* First Name
Gregg
* Last Name
Schwenk
* Title / Affiliation:
CEO/ Founder
* Full Address of Organization:
2000 Quail Street, Newport Beach, CA 92660
* Phone Number
949-253-2880
* Email Address
greee. schwenk(anewportbeach fiIm fest.com
* Type of Nonprofit Entity:
501 (c)3
* Entity Address (if different from applicant):
same
* Name of Event:
Newport Beach Film Festival
* Event Date(s):
4/21/2016 - 4/2MO 16
* Is this an annual event?
❑X yes
F1no
* Event location($)/venue(s) in Newport Beach:
Fashion Island, Island Cinemas, Big Newport, Sage Hill HS, Lido Live, Marriott NB, Fairmont NB, Balboa Bay Resort, Island Hotel, Radisson
Hotel, Muth Center, Newport Dunes, Coastline CC -NB, Sherman Gardens
* Is at least 51 percent of this event - in Its entirety - within Newport Beach?
FX Yes
No
* Type of event (Check one):
Art/Culture
Community
Recreational
❑ Special Interest
' ❑ Educational
Social
❑X Other ( The festival incorporates several of the above event types)
* Have you previously received City support for this or any other event sponsored by your organization?
r
�X Yes
❑ No
*
If yes, please list the event(s), years) and amount(s):
The City of Newport Beach is a founding sponsor of the festival. In 2015 the festival was granted $150,000
j * Is there a fee to enter the event? If yes, what is the amount of the feel
General Screening tickets are $14, special event tickets range from $25 - $275.
Discounts are provided for seniors, students and military.
1 Some events are fee of charge
i *
Describe what, if any, portion of the event is FREE to the public.
Seminar Series, Outdoor screenings, Youth screenings
* Brief Description of Event (150 word maximum, include any anticipated impacts such as road closures, traffic control, amplified sound
and if any portion of the event will be on public property such as parks, streets, sidewalks):
The Newport Beach Film Festival offers the ultimate festival experience with numerous social, cultural, corporate, and volunteer opportunities.
' During its eight days, the Festival will host film screenings, international spotlight events, premieres, receptions, filmmaker conversations,
retrospectives and industry seminars. The Festival offers attendees an opportunity to mingle with film industry professionals, celebrities,
entertainment media and filmmakers from around the globe. In 2016, the Festival will host a red carpet Gala Opening Night featuring live
entertainment and world class cuisine from Newport Beach restaurants. Each year over 600 filmmakers and 55,000 guests attend the NBFF and enjoy
r Newport Beach's hotels, dining, shopping and recreatinn.
The Festival partners with several arts organizations, including Orange County Film Society, Orange County Museum of Art, The Studio at Sage
Hill, Muth Interpretive Center, Segerstrom Center, Orange County Performing Arts Center, Pacific Symphony Orchestra and UC Irvine, Chapman
} University, Orange Coast College.
Traffic Control, Amplified Sound
* In 250 words or less, explain how your event will meet or exceed any or all of the six Signature Event Evaluation Criteria (see Special
Event Support Program Overview, page 3):
The Newport Beach Film Festival provides economic and marketing benefits as well as cultural and artistic enrichment to our community. Over 25%
of the 55,000 attendees come from outside the local market enjoying Newport Beach's culinary and recreational offerings. The Festival provides an
'off season' boost to the local economy by attracting guests who utilize our City's hotels, restaurants, and retail establishments. The Festival utilizes
best practices in the planning for marketing and overall event logistics. The marketing plan is coordinated for maximum return with several key
14. stakeholders including Visit Newport Beach. This coordination amplifies the brand equity of Newport Beach as a key destination for both the
regional drive market and the International luxury travel market, By combining the presentation of compelling films and in-depth conversations with
visiting talent, the Festival enhances our citizen's cultural and educational opportunities. Socially, the NBFF creates a festive environment for
community members to meet, mingle, and enjoy the facets of filmmaking. The strategic timing of the Festival allows marketing and outreach to
critical drive markets (LA & SD Counties) to bring first time visitors and keeps our destination top -of -mind to travelers prior to the summer season.
The NBFF shines a spotlight on our city as a unique place to live, work, and enjoy life. The Festival works directly with the major hotels to place our
domestic and international filmmakers and guests. We work to promote our restaurants as well as many key retail locations including Fashion Island,
Corona del Mar, and Lido area.
* Anticipated Event Attendance (Indicate participants vs. spectators, if applicable):
55,000
Summarize applicant's prior event experience (100 -word maximum):
Since its launch in 2000, the NBFF has presented an international slate of narrative, documentary, short, animated and student films at theaters and
community centers in Newport Beach. Films such as The Cove, (500) Days of Summer, Waitress, Letters to Juliet, Paprika, Crash, , The Illusionist,
3
Mad Hot Ballroom, Spellbound, Last Man on the Moon, Chef, Water Diviner.
The Festival's special programs include: Art, Architecture+Design, Action Sports, Music, Environmental and Family Film Series, Youth and
Collegiate Film Showcases and John Wayne Retrospectives. The Festival features red carpet galas, post -screening receptions, filmmaker panels,
international spotlights, industry seminars and retrospectives.
* If the Applicant conducts similar events elsewhere, please provide details including: wbere, when, safety issues, and if applicable, why the
event left Its previous location (100 -word maximum):
N/A
* The request for City support must include a list of other City entities or groups (e.g, City Arts Commission, a Business Improvement
District, Library support group, etc.) from which the applicant is seeking financial support. Are you seeking financial support from other
City entities?
nX Yes
n No
If you answered yes above, please list the entities or groups and the amount of financial support requested from each:
City Arts Commission - $4000
* As your organization's representative, please verify the below by checking the corresponding boxes and then type your name in the field
below.
X I have read the updated City of Newport Beach Special Event Support Program Overview, including the eligibility, qualification end evaluation
criteria.
HI understand that the City will award grants in the form of City fee credits to successful applicants and that the City will determine the appropriate
level of each grant.
IX I acknowledge that submission of this application does not guarantee the event will receive City support.
* Name:
Gregg Schwenk
Attach event budget
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EXHIBIT B
PERFORMANCE MEASURES
NEWPORT BEACH FILM FESTIVAL Page B-1
Newport Beach Film Festival
2016 Performance Measures
1. General —2015 (if available) and 2016 data
a. Attendance/ Participation
b. Ticket/Pass Sales
L Event Participation (NBFF has a number of non -ticketed events)
Provide break down that shows Newport Beach participants, southern
California participants (excluding Newport Beach), and those outside of
southern California.
c. Revenue Generated
d. Sponsorships (cash & in kind)
e. Media & Advertising reach.
f. Number of Volunteers (note those that reside in Newport Beach)
g. Newport Beach hotel rooms booked by / through event
2. Measuring Economic Impact - 2015 (if available) & 2016 data
a. Preparation / Set Up —what do the event organizers spend locally to have the
events in NB? (rentals, advertising, contractors, etc.)
b. Vendor / Exhibitor Spending —what do the organizers' vendors spend locally to
participate? (rentals, hotel reservations, food & beverage, services, etc.).
i. Average spend/investment of each restaurant and food partner
Item that will require the use of either Newport Beach & Co.'s calculator* or a multiplier* or
surveying.
c. Participant spending - How much did the event participants spend in Newport
Beach? (ticket sales, meals, hotels, shopping, etc.)?
Based on the ticket sales demographic data.
*Pending identification of a valid multiplier or a tailored DMAI calculator.