HomeMy WebLinkAboutC-6275(E) - Grant Agreement for FY 25-16 - Centennial CelebrationGRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
BALBOA ISLAND MARKETING 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 BALBOA ISLAND MARKETING INC., a
California corporation located at 2865 East Coast Highway, Suite 360, Corona del Mar,
CA 92625 ("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 Balboa Island Centennial
Celebration ("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 Twenty Thousand Dollars
and 00/100 ($20,000.00) ("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 Twenty Thousand
Dollars and 00/100 ($20,000.00) 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.
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).
BALBOA ISLAND MARKETING 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
BALBOA ISLAND MARKETING 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, employees and any person or entity owning or otherwise in legal control of
the property upon which Grantee performs the project and/or services contemplated by
this Agreement (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.
BALBOA ISLAND MARKETING 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: Linda Broder, Vice President
BALBOA ISLAND MARKETING INC.
2865 East Coast Highway, Suite 360
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.
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.
BALBOA ISLAND MARKETING 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.
BALBOA ISLAND MARKETING 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 OFFICE
Date: f S �G
By:
c �- (-�r)
Aaron C. Harps
City Attorney
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: (42.24 it -
By: 2 Com_ �c 11
Dave Kiff
City Manager
ATTEST: // GRANTEE: BALBOA ISLAND
Date: �7 MARKETING INC., a California
corporation /,,,
Date:
By: By'
Leilani I. Brown (/nda Bro r
City Clerk I&OWN-WO&I Vice President
Attachment: Exhibit A: Grant Proposal
Date:
,)Y/
Sheri Drewry
Secretary
[END OF SIGNATURES]
BALBOA ISLAND MARKETING INC. Page 7
Exhibit A
On August 11, 2015, the City Council approved Twenty Thousand Dollars and 00/100
($20,000.00) in grant funding for the Balboa Island Centennial Celebration. The Balboa
Island Marketing Inc. (BIMI) and the Balboa Island Improvement Association are
combining efforts to execute the celebration. Funds are being remitted to the BIMI for
the marketing, planning and execution of the Balboa Island Centennial Celebration.
Locey, Mary
Frorn: form_engine@fs23.formsite.com
Sent: Monday, June 08, 2015 3:51 PM
To: Locey, Mary
Subject: Special Event -Application for Financial Support Result #8469995 -Balboa Island
Marketing -Centennial Celebration
Special Event Support Application - Signature Events
Reference #: 8469995
Status: Complete
Date: 2015-06-08 15:51:10
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New Users / Returning Users CLICK HERE to setup or retum to your account for this form. Creating an
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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:
Balboa Island Marketing, Inc. (care of Newport Beach & Company)
Applicant Representative Contact Information
* First Name
Doug
* Last Name
McClain
* Title /Affiliation:
SVP & Chief Marketing Officer/ Newport Beach & Company
* Full Address of Organization:
1600 Newport Center Drive, Suite 120, Newport Beach, CA 92660
* Phone Number
949-467-2756
* Email Address
doug(a neuvortbeachandco.com
* Type of Nonprofit Entity:
Merchants Association
* Entity Address (if different from applicant):
See Above
* Name of Event:
Balboa Island Centennial Celebration
* Event Date(s):
September 2015 -June 2016
* Is this an annual event?
❑ yes
Ron
* Event locations)/venue(s) in Newport Beach:
Balboa Island
* Is at least 51 percent of this event - in its entirety - within Newport Beach?
❑X Yes
❑ No
* Type of event (Check one):
Q Art/Culture
❑ Community
Recreational
Special Interest
Educational
F]Social
0 Other (Centennial Celebration)
* Have you previously received City support for this or any other event spunsored by your organization?
❑R Yes
Rhin
* If yes, please list the event(s), year(s) and amount(s):
Balboa Island Marketing, Inc. (BIMI) receives marketing support from the City of Newport Beach for the Merchant's Association and some of its
events.
* Is there a fee to enter the event? If yes, what is the amount of the fee?
The only fee is $100 for a commemorative plata/tile. BIMI plans to sell 1,000 commemorative plates/tiles at $100 to raise funds for the Centennial
Celebration.
NB&Co. and BIMI plan to market monthly events from Sept 2015 - June 2016. There is no charge or fee for participants to participate in most the
monthly events except for Wine Pests $45, Dine BI (varies by restaurant), I Heart BI Promo (varies by business). Costs to participate in those events
vary based on the event.
* Describe what, if any, portion of the event is FREE to the public.
Balboa Island's 100th Anniversary is September 2016. BIMI plans a year-round celebration commencing in September 2015 through September
2016. This signature event application is for the first 10 months (Sept 2015 - June 2016) of the 13 -month centennial celebration. Next year, BIMI
plans to apply for a similar grant to finish up the Centennial Celebration (July - Sept 2016).
* 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):
Newport Beach & Co. and BIMI will sell 1,000 commemorative plates/tiles ® $100 each to raise fonds for the Centennial Celebration. The
Celebration will be monthly events that BIMI or other organizations produce and market all branded under the Balboa Island Centennial Celebration
theme. Balboa Island Centennial Celebration Monthly Events include: Mayor's Press Conference kicking off year-long celebration (Sept 2015),
Apple Pest (Oct 2015), Wine Fest (Nov 2015), Christmas Boat Parade Celebration (Dec 2015), Dine BI Restaurant Week (Jan 2016), I Heart BI
Promotion (Feb 2016), Boardwalk Faster Egg Hunt (March 2016), Wine Fest (Apr 2016), Art Walk (May 2016), and Parade (June 2016). Streetpole
banners and island bridge flags will go up starting January 2016 to commemorate the 100th anniversary of Balboa Island. Additional events will be
planned for next year for the next grant cycle for July - Sept 2016 culminating in a huge celebration in Sept 2016.
* 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):
Balboa Island Centennial Celebration meets or exceeds all six Signature Event Evaluation Criteria,
1) Newport Beach & Company on behalf of BIMI will conduct an Advertising Effectiveness Study, which will measure the economic impact to the
City of Newport Beach from the advertising campaign used to promote Balboa Island Centennial Celebration. This will track visitor and resident
spending and calculate the economic impact.
2) Newport Beach & Company and its advertising agency on behalf of BIMI will produce a strategic, integrated ad campaign to promote awareness
of Balboa Island and the Centennial Celebration monthly events. This ad campaign will include a tracking study to measure its effectiveness and
calculate ROI.
3) Centennial Celebration creates or markets monthly events, which significantly enhance the quality of life within Newport Beach by providing
family, cultural, socil and educational events over the course of a 10 -month period (Sept 2015 — June 2016).
4) The advertising campaign will run in targeted feeder markets: LA, Inland Empire, Orange County, Palin Springs and northern San Diego county.
The goal of the campaign is to promote awareness over a 10 -month period and generate visitor trips to Balboa Island,
5) The 10 -month advertising campaign promotes Newport Beach and specifically Balboa Island as a destination rich in history -100 years of history.
It will showcase that BI is a highly desirable place to live, visit, work and recreate.
6) The goal of the campaign and Centennial Celebration is to promote Balboa Island and generate incremental revenue for its merebants/businesses.
* Anticipated Event Attendance (Indicate participants vs. spectators, if applicable):
5,000 (500 per month x 10 months)
* Summarize applicant's prior event experience (100 -word maximum):
Newport Beach & Company has years of event experience both marketing events as well as producing events. Events Newport Beach & Company
has helped market include. Christmas Boat Parade, Newport Beach Film Festival, Newport Beach Wine & Food Festival, etc. Newport Beach &
Company has produced Dine Newport Beach Restaurant Week and directly assisted with N2E's Balboa Village Fest among many other events.
* 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):
Newport Beach & Company has helped market numerous events over the course of its history. As the marketing arm for BIMI, BVMA, NBRA and
other events, NB&Co. has helped market similar events throughout Newport Beach from Balboa Village to Fashion Island and everywhere between.
* 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?
FX Yes
❑ No
If you answered yes above, please list the entities or groups and the amount of financial support requested from each:
Balboa Island Centennial Celebration is seeking funds from individuals or companies wanting to purchase a commemorative plate/tile, sponsors and
in-kind support from other partners including Newport Beach & Company.
* As your organization's representative, please verify the below by checking the corresponding boxes and then type your name in the field
below.
I have read the updated City of Newport Beach Special Event Support Program Overview, including the eligibility, qualification end 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 determint the appropriate
X level of each grant.
RX I acknowledge that submission of this application does not guarantee the event will receive City support.
* Name:
Doug McClain
Attach event budget
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