HomeMy WebLinkAboutC-6275(D) - Grant Agreement for FY 15-16 - Newport to Ensenada Yacht RaceGRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
NOSA, INC.
This Grant Agreement ("Agreement") is entered into this 20th day of June, 2016
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and NOSA, INC., a California corporation located
at 523 Via Lido Soud, Newport Beach, CA 92663 ("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 to Ensenada Yacht
Race ("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 Ten Thousand Dollars and
00/100 ($10,000.00) ("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 Ten Thousand Dollars
and 00/100 ($10,000.00) 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.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until December 31, 2017 unless terminated earlier as
provided herein.
NOSA, INC. Page A-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 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).
NOSA, INC. 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
NOSA, INC. Page 3
not expended by or before December 31, 2017, 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.
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.
NOSA, INC. 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
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: David Shockley, Commodore
NOSA, INC.
523 Via Lido Soud
Newport Beach, CA 92663
IKIAN 4 0 JAII,1_,%11WZ
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.
NOSA, INC. 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.
NOSA, INC. 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 OFFICI
By: ""/M (—
Aaron C. Harp
City Attorney
ATTEST: b � /�
Date: l(/ /�
By: &W -j �
&?w"—
Leilani I. brown V lu
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A Califorgqia municipal corporation
Date: _ W I LW
By: Ut J kl)
Dave Kiff
City Manager
GRANTEE: NOSA, INC., a California
corporation
Date:
Nina Manning
Secretary
Date:
By:
Joe Bia co
Chief Financial Officer
[END OF SIGNATURES]
NOSA, INC. Page 7
EXHIBIT A
GRANT PROPOSAL
NOSA, INC. Page A-1
Locey, Mary
From: form_engine@fs23.formsite.com
Sent: Tuesday, June 02, 2015 2:49 PM
To: Locey, Mary
Subject: Special Event -Application for Financial Support Result #8451433-NOSA
Special Event Support Application - Signature Events
Reference #: 8451433
Status: Complete
Date: 20t5-06-02 14:49:14
User. 76.169,250.56 (Firefox - Windows)
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Form Login Account (optional)
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
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.
• htcomplete 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 trust 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 Ocean Sailing Association
Applicant Representative Contact Information
* First Name
David
* Last Name
Shockley
* Title / Affiliation:
Commodore
* Full Address of Organization:
P.O. Box 7485, Newport Beach, CA 92658
* Phone Number
(949) 266-8540
* Email Address
_nfo,u go5a prg
* Type of Nonprofit Entity:
Corporation 501 (c) (3)
* Entity Address (if different from applicant):
523 Via Lido Soud, Newport Beach, CA 92663
* Name of Event:
Newport to Ensenada Yacht Race
* Event Date(s):
4/22/16 to 4/24/16
* Is this an annual event?
❑X yes
F no
* Event locations)/venue(s) 1n Newport Beach:
The Kick Off is in the Village of Balboa,the Race start is on the ocean off the Balboa Pier.
* Is at least 51 percent of this event • in its entirety - within Newport Beach?
�X Yes
No
* Type of event (Check one):
❑ ArdCulture
FICommunity
FIRecreational
F] Special Interest
Educational
Social
0 Other (Sports -Special Interest)
* Have you previously received City support for this or any other event sponsored by your organization?
❑X Yes
No
* If yes, please list the eveat(s), year(s) and amount(s):
Newport to Ensenada Yacht Race 2015 $10,000.00
Newport to Ensenada Yacht Race 2014 $10,000.00
Newport to Ensenada Yacht Race 2013 $10,000.00
* Is there a fee to enter the event? If yes, what is the amount of the fee?
There is a $225.00 fee to enter Race Boats.
* Describe what, If any, portion of the event is FREE to the public.
I Taste of Balboa -Race Week Kick -Off 2/17/16 Q Village of Balboa.
2 Yachtsman's Lunch 4/20/16 Newport Harbor Yacht Club.
3 Skippers & VIPs reception 4/20/16 Balboa Bay Resort.
4 Skipper & Crew Sail Away Party 4/21/16 American Legion.
5 The race start 11:00 AM 4/22/16 off the Balboa Pier.
* 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 2015 Taste of Balboa and .Race Kick -Off event was held on a city owned parking lot in the Village of Balboa. It included amplified sound from
noon to 4:30 P.M. and Chalk Art.
The Race start is on the ocean off the Balboa Pier, viewing the start is best from the pier.
* 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):
For 68 years Newport Beach has been home to the Pacific Coast largest International Yacht Race with a week of activities concentrated in Newport
Beach. With more than 230 race entrants, they and their crew take advantage of the various services in Newport Beach including hotels, restaurants,
local merchants and marine stores. The various events during race week typically draw 4,000-6,000 people to the Newport Beach.
The event includes local business as part of our activities. Those included in 2015 as sponsors are Sterling BMW, Balboa Bay Resort, Marriott
Newport Beach, Hi -Time Wine Cellars,Hornblower Cruises&events,Famers & Merchants Bank, Rubys on the Pier, West Marine, restaurants in the
Village of Balboa, the American Legion The Sea Base and Yacht Clubs in the Bay.
This event brings Federal, State and Local Mexican Officials to Newport Bench for social events with our city officials and fosters improved
international relationships.
This event helps support charitable activities. In Ensenada that includes, a School for Autistic Children, a Junior Sailing program and an Orphanage.
Locally we support The Newport Sea Base.
This event receives positive newspaper, radio, TV and social Media coverage that shows Newport Beach to be an ideal place to live,work, visit. In
addition, this year working with the Los Angeles Times, our Race Program & Visitor Guide was delivered to 47,000 homes, it featured two full color
pages highlighting Newport Beach as a "idyllic town with rich nautical roots" and "a world-class destination for sightseeing, outdoor
activities,fabulous dining,shopping and entertainment."
* Anticipated Event Attendance (Indicate participants vs. spectators, if applicable):
1,500 vs 4,000 to 6,000
* Summarize applicant's prior event experience (100 -word maximum):
This will be the 69th annual Newport to Ensenada Yacht Race, it has a rich historywith racers fiom all walks of life. It has been sailed by the
famous, such as Humphrey Bogart, Walter Cronkite, Dennis Conner,Steve Fossett and the not so famous such as myself. It has always started in
Newport Beach and finished in Ensenada.
The Newport to Ensenada Yacht Race is a Newport Beach Institution that promotes and enhances the best our city has to offer.
* 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 (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?
Yes
RX No
If you answered yes above, please list the entities or groups and the amount of financial support requested from each:
N/A
* 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 t'nd evaluation
criteria
I understand that the City will award grants in the form of City fee credits to successful applicants and that the City will determinry' the appropriate
X level of each grant.
FX I acknowledge that submission of this application does not guarantee the event will receive City support.
* Name:
David Shockley
Attach event budget
4
NOSA, INC
ENSENADA RACE
PROJECTED BUDGET
2016
INCOME
ENTRY FEES
$40.000
SPONSOR INCOME;
.35,DU0
ADVERTISING INCOME
1,8W
Total Income
76,800
EXPENSES
S00
TROPHIES
4,800
RACE BROCHURE
2,500
SAILING INSTRUCTIONS
1,000
ADVERTISING PRINT
1,250
SUPPORT VESSELES
1,850
BADGES & APPAREL
1,200
TRAVEL & MEALS
4,000
NEWPORT BEACH ACYIVITIES
4,800
PARTICIPATION PENNANTS
1,000
ENSENADA PORT FEES
2,_00
TOTAL
24,400
COMMITTEE EXPENSES
HEADQUARTERS
S00
PACKETS
300
SEMINAR
100
SPONSORSHIP
1,000
FINISH LINE
1,000
TROPHY 1,000
START LINE 1,000
RACE OPERATIONS
SUIT
INFORMATION & PRESS
25G
TOTAL COMMITTEE
7,900
OTHER EXPENSES
900
REGATALIABILTY INSURANCE
1,000
DIGNATARIES
1.500
HOSPITAITY
900
HOTEL
S,SGG
SPONSOSHIP EXPENSE
400
SPONSORSHIP COMMISSION
10,500
PRINTING
1,200
TOTAL
22,200
ADMISTARTIVE SUPPORT
EXECUTI VESECR ETARY
7,000
OFFICE SUPPILIES
450
TELEPHONE
900
UTILITIES
500
MEMERSHIPS
850
BOARD MEETING RENT
4,000
STORANGE RENT
4,100
WEB SITE
500
DONATIONS
500
ANNUAL MEETING
Soo
INSURANCE
4,700
ACCOUNTANT
1,000
COMPUTER EQUIPMENT
500
TOTAL EXPENSE
25,500
TOTAL ALL EXPENSES
80,000
PROJECTED LOSS
$3,200
DATE PREPARED MAY29,2015