HomeMy WebLinkAboutC-8082-8C - Grant Agreement for Special Event Support Program FY 24-25 - Newport-Mesa Spirit Runv
N
03 GRANT AGREEMENT
I BETWEEN THE CITY OF NEWPORT BEACH AND
QY3 NEWPORT-MESA SPIRIT RUN, INC.
a,
This Grant Agreement ("Agreement") is entered into this 30th day of July, 2024
("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and Newport -Mesa Spirit Run, Inc., a California non-
profit corporation located at 806 Bison Avenue, Newport Beach, CA 92658 ("Grantee").
City and Grantee are at times individually referred to as "Party" and collectively as
"Parties" herein.
RECITALS
A. It is the policy of the City Council that the City's budget specifically allows the City
Council to direct revenue towards non-profit agencies, community groups,
community events, or enhancement projects with worthy projects or programs
which the City Council deems beneficial to the residents' quality of life.
B. Grantee requested a grant from the City for the 41 st Annual Spirit Run ("Grant
Proposal").
C. The City Council determined the Grant Proposal is for a worthy project that will
benefit the City's residents' quality of life.
D. The City Council approved a grant in the amount of Thirty Thousand Dollars and
00/100 ($30,000.00) ("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 Thirty Thousand Dollars
and 00/100 ($30,000.00) 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 on or before June 30,2025.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until June 30, 2025, unless terminated earlier as provided
herein.
Newport -Mesa Spirit Run, Inc.
Page 1
3. RESTRICTIONS ON USE OF FUNDS AND OTHER REQUIREMENTS RELATED
TO THE RECEIPT OF GRANT 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.
3.3. Grantee shall conduct background checks for all of its volunteers and
employees who work with minor children in relation to any project described in Grantee's
Grant Proposal. To the extent applicable, Grantee shall provide the City certification that
it has complied with this requirement prior to the receipt of Grant Funds.
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. Grantee shall make available to City such Books and Records
upon City's request.
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
Newport -Mesa Spirit Run, Inc. Page 2
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).
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: (i) 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 and with the ordinary degree of skill and care that would be used
by other reasonably competent practitioners of the same discipline under similar
circumstances.
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
Newport -Mesa Spirit Run, Inc. 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.
5. USE OF GRANT FUNDS
5.1. 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, 2025. Grantee shall notify the City in writing,
and shall be obligated to return the Grant Funds to City within thirty (30) days.
5.2. The City's grant contribution shall only be used for non-sectarian purposes.
Grantees shall not use the City's grant contribution, or any portion thereof, for any purpose
that violates local, state, or federal law, including, but not limited to, the Establishment
Clause.
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
Newport -Mesa Spirit Run, Inc. Page 4
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.
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: Recreation and Senior Services Director
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
9.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Attn: Diane Daruty
Newport -Mesa Spirit Run, Inc.
806 Bison Ave.
Newport Beach, CA 92658
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.
Newport -Mesa Spirit Run, Inc. Page 5
10.2. Termination without Cause. City may terminate this Agreement at any time
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.
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.
Newport -Mesa Spirit Run, Inc. Page 6
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 Attorneys 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.
[SIGNATURES ON NEXT PAGE]
Newport -Mesa Spirit Run, Inc. Page 7
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: 713(/202y
By:
aAaron C. Harp
City Attorney A
ATTEST:
Date: �a o
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A Californi mu�
icipal corporation
Date:
By:
S*ev and Senior Services Director
GRANTEE: Newport -Mesa Spirit Run,
Inc., a California nonprofit corporation
Date:
Signed in Counterpart
Bv:
Diane Daruty
Chief Executive Officer
Date:
Signed in Counterpart
Bv:
Raylene Groves
Chief Financial Officer
[END OF SIGNATURES]
Attachment: Exhibit A - Grant Proposal
Newport -Mesa Spirit Run, Inc. Page 8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEYS OFFICE
Date: 7/3 ,4za'? r
By: C
'Aaron C. Harp �t 1-4
City Attorney Av-
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Sean Levin
Recreation and Senior Services Director
GRANTEE: Newport -Mesa Spirit Run,
Inc., a California nonprofit corporation
Date:
By:
Diane Daruty
Chief Executive Officer
Date:
ByAlee
roves
Chief Financial Officer
[END OF SIGNATURES]
Attachment: Exhibit A - Grant Proposal
Newport -Mesa Spirit Run, Inc. Page 8
Exhibit A
Newport -Mesa Spirit Run, Inc. Page A-1
Special Event Support Application - Signature Events
Reference #
Status
Login Username
Login Email
Name of Applicant Organization:
First Name
11320157
Complete
dianedaruty@sbcglobal.net
dianedaruty@sbcglobal.net
Newport -Mesa Spirit Run, Inc.(NMSRI)
Diane
Last Name Daruty
Title / Affiliation: Chairman NMSRI, President & Race Director
Spirit Run
Full Mailing Address of Organization: 806 Bison Avenue, Newport Beach, CA 92660
Phone Number 9493227949
Email Address dianedaruty@sbcglobal.net
Type of Nonprofit Entity: 501(c)(3) public benefit corporation
State of California Entity Number (if applicable): 27-4410366
Part A - Officer Title • President
• Chair of the Board
Part A - Officer Name
Diane Daruty
Part B - Officer Title
Chief Financial Officer
Part B - Officer Name
Raylene Groves
Entity Address (if different from applicant):
PO Box 7241, Newport Beach, CA 92658
Name of Event:
41 st Annual Spirit Run
Event Date(s):
3/16/25
Is this an annual event?
yes
Event location(s)/venue(s) in Newport Beach:
Fashion Island, Newport Beach
Is at least 51 percent of this event - in its entirety
Yes
- within Newport Beach?
Media Impressions: In 2024, Spirit Run ran online advertisements in
Stu News Newport. com and
BringBacktheMile.com and purchased two email
blasts featuring Spirit Run exclusively from
RaceGrader.com. Ads and stories ran about
Spirit Run for 3 months in Stu News and reached
51,482 unique readers per month with 144,418
page views. There were 200 page views about
Spirit Run on the BringBacktheMile.com website
and more than 2500 views on its Facebook and
Instagram accounts. Roughly 6,000 people
opened each of RaceGrader's email blasts
featuring Spirit Run.
Stu News Newport published ten stories, Daily
Pilot two stories, and the Patch one story about
Spirit Run. Fashion Island featured Spirit Run on
a digital directory for a month and also featured
Spirit Run in an email blast and on its website.
Spirit Run has its own website at
newportspiritrun.org and its registration platform,
RunSignUp.com, also hosts a Spirit Run website.
Beginning approximately five months before
each event, Spirit Run sends weekly or more
frequent email blasts about event features and
with promotions to its database of former and
current registrants. Typically 40% or more of the
people in the database open Spirit Run emails.
The open rate was over 80% when Spirit Run
emailed after the event with a link to event
photos.
Type of event (Check one): • Other
- Community Road Racing & Expo Event
Total Participants 3000
Have you previously received City support for Yes
this or any other event sponsored by your
organization?
If yes, please list the event(s), year(s) and
amount(s):
Approximate impact on Newport Beach
businesses:
2011 $7,500
2012 $14000
2013 $14000
2014 $14000
2015 $15000
2016 $14000
2017 $14000
2018 $14000
2019 $14000
2020 $15,000
2021 $20,000 (approved but not used because of
Covid shutdown)
2022 $21,000
2023 $21,000
2024 $30,000
Newport Beach businesses become Spirit Run
sponsors and in return enjoy marketing, goodwill,
and other benefits. They also become expo
vendors and market directly to registrants and
spectators at the event.
Registrants outside Orange County travel to
Spirit Run and some stay in Newport Beach
hotels, dine in Newport Beach restaurants, and/
or purchase at Newport Beach stores.
Is there a fee to enter the event? If yes, what is There are fees ($25-$160) to enter the races.
the amount of the fee? Also, the food truck in the event expo charges for
food and beverages.
However, NMSRI provides scholarships for entry
fees to underprivileged Newport Mesa students
and to other children on a case by case basis.
There is no fee for people not participating in a
Spirit Run event to watch the races or to enjoy
Portion of money raised or made donated:
Describe what, if any, portion of the event is
FREE to the public.
the expo.
After paying event expenses and maintaining
roughly $5,000 in cash for next event, NMSRI
donates all net proceeds. Since it first presented
Spirit Run 2011, NMSRI has donated roughly
$430,000 to participating school and causes.
Most activities, food, and entertainment in the
event day expo are free of charge to participants
and spectators. Further, the general public is
invited to watch and cheer on participants in the
various road races, free of charge.
Brief Description of Event (150-word maximum, Spirit Run is a road race and expo event on
include any anticipated impacts such as road Sunday between 6:30 and 11:00 a.m. at Fashion
closures, traffic control, amplified sound and if
any portion of the event will be on public property
such as parks, streets, sidewalks):
Island. Courses run along Newport Center Drive,
starting and ending near San Miguel and
Newport Center, with the expo next to the finish
line. Spirit Run offers multiple youth events for
toddlers to high schoolers including the unique
Youth 51k; adult mile races; adult 5k; human/dog
mile for age 13 & older; and mile and 5k walks
for adults and families. Spirit Run is well known
in Newport Beach, in particular to businesses
and schools near Fashion Island. Spirit Run has
worked closely with the City Recreation, Police,
and Public Works Departments and the
community to mitigate negative impacts.
Although it closes arteries into Fashion Island
between 6:30 and 11:00 am, the event always
allows access via San Miguel. Spirit Run
complies with noise restrictions, and has not had
complaints about sound.
In 250 words or less, explain how your event will Celebrating 41 years, Spirit Run is a tradition that
meet or exceed any or all of the seven Signature gives Newport Beach residents a sense of civic
Event Evaluation Criteria (see Special Event pride and ownership. Adult residents who
Support Program Overview):
enjoyed Spirit Run during elementary school now
share the experience with their kids.
Spirit Run enhances the quality of life within
Newport by promoting exercise. The pandemic
made us keenly aware of our need for exercise
to build our immune systems. Spirit Run offers
running and walking events for every age, to
enjoy individually, with family, or with a dog.
Event net proceeds benefit schools and other
youth causes including NB Junior Guards.
Spirit Run provides the City economic benefits.
One, the City's logo appears on Spirit Run's
website, shirts, banners, and more, and the City
receives event day exposure including starting
races and announcements. Two, Camp Newport
hosts its expo at Spirit Run, saving staff hours
and attracting more attendees than when staff
hosted it elsewhere themselves. Three, Spirit
Run promotes Newport Beach Junior Guards.
With courses along the tree lined streets
surrounding Fashion Island, Spirit Run highlights
Newport as "a highly desirable place to live, visit,
and recreate." Spirit Run draws competitors from
California and beyond, including world -class
athletes.
As sponsors, Newport businesses enjoy
marketing and other benefits. Businesses host
expo booths and market to attendees
NMSRI's Board members are unpaid volunteers
and experienced attorneys, actuaries, and CPAs.
They have managed Spirit Run since 2010,
generating net proceeds each year. In total,
NMSRI has donated roughly $430,000 to its
beneficiaries.
The request for City support must include a list of No
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?
As your organization's representative, please
verify the below by checking the corresponding
boxes and then type your name in the field
below.
Name:
Attach a copy of the complete event budget.
Last Update
Start Time
Finish Time
• I acknowledge that, if awarded funding, my
organization will have to enter into a grant
agreement with the City.
• I have read the updated City of Newport Beach
Special Event Support Program Overview,
including the eligibility, qualification and
evaluation criteria.
• I acknowledge that submission of this
application does not guarantee the event will
receive City support.
• I have attached a complete event budget
showing anticipated revenue and expenses
(attach using link below). Note: Your application
will be deemed incomplete if a budget is not
included with your application.
• Grantee shall conduct background checks for
all of its volunteers and employees who work
with minor children in relation to any project
described in Grantee's Grant Proposal. To the
extent applicable and if requested, Grantee
shall provide the City certification that it has
complied with this requirement prior to the
receipt of Grant Funds.
Diane Daruty
2024_city_g rant_appl ic_2025_budget_and_prior_
year_actuals.xlsx (29 KB)
2024-04-19 09:05:35
2024-04-18 08:36:05
2024-04-19 09:05:35
IP
Browser
Device
Referrer
136.179.21.72
Chrome
Desktop
https://fs23.formsite.com/res/formLoginReturn
Powered by Formsite