HomeMy WebLinkAbout09 - Grant Agreement Christmas Boat ParadeCITY OF
NEWPORT BEACH
Q SEW PORT
O a'
�q ,FOaN`P City Council Staff Report
Agenda Item No. 9
October 8, 2013
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: City Manager's Office
Dave Kiff, City Manager
949 - 644 -3001, dkiff @newportbeachca.gov
PREPARED BY: Dave Kiff, City Manager
APPROVED: a
TITLE: Sponsorship Agreement: Christmas Boat Parade — 2014 -2017
ABSTRACT:
For the last several years, the City has sponsored the Christmas Boat Parade in
Newport Harbor. Recent support has been about $50K per year, including pledged
support for this December's event, which is organized by the Newport Beach Chamber
of Commerce and its Commodores division. To allow the Chamber and the
Commodores to plan for future boat parades, the Chamber has asked for a longer -term
commitment of support — four more years, at $50K per year.
RECOMMENDATION:
Authorize Mayor Curry to execute the attached sponsorship ( "grant ") agreement with
the Newport Beach Chamber of Commerce for support of the Christmas Boat Parade at
$50,000 per year for 2014, 2015, 2016, and 2017.
FUNDING REQUIREMENTS:
$200,000 over four years in addition to the $50K in support for December 2013. The
2013 amount was approved in the City's Fiscal Year 2013 -14 budget.
DISCUSSION:
The Christmas Boat Parade enters its 105th year this December, with five nights of
celebration in Lower Newport Bay (December 18 -22, 2013). The Chamber of
Commerce reports that more than a million visitors attend the Boat Parade over these
five nights.
Sponsorship Agreement: Christmas Boat Parade — 2014 -2017
October 08, 2013
Page 2
In recent years, the City has awarded $50,000 in sponsorship to the Boat Parade, and
is one of the event's "presenting" sponsors along with Meguiar's and Simple Green.
Other sponsors include Visit Newport Beach, the Daily Pilot, Orange Coast Yachts, The
Balboa Bay Club and Resort, McKinna Yachts, and Ruby's Diner.
In order for the Chamber to further market and support the Boat Parade in the years to
come, the Chamber has asked that the City make in effect a five -year pledge equal to
the City's past sponsorship amounts - $50K per year.
Doing so is not atypical. The City has entered into agreements of more than a year for
events like the Newport to Ensenada Race, for example.
The proposed agreement, if executed, would commit the City to four $50,000 /year
contributions ($200,000 total) to the Chamber for Boat Parade sponsorship through
December 2017. This item asks that the Council authorize Mayor Curry to sign the
sponsorship agreement to make this commitment.
ENVIRONMENTAL REVIEW:
This action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant
to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable
indirect physical change in the environment) and 15060(c)(3) (the activity is not a
project as defined in Section 15378) of the CEQA Guidelines, California Code of
Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical
change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
0.
Dlayb Kiff
City Manager
Attachment: Proposed Grant Agreement Between the City of Newport Beach and the
Newport Beach Chamber of Commerce
4
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
THE NEWPORT BEACH CHAMBER OF COMMERCE
THIS GRANT AGREEMENT ( "Agreement ") is entered into this 9th day of
October, 2013 ( "Effective Date "), by and between the City of Newport Beach, a
California municipal corporation and Charter City ( "City "), and THE NEWPORT BEACH
CHAMBER OF COMMERCE, a California nonprofit corporation located at 20351 Irvine
Avenue, Suite C -5, Newport Beach, California 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 Two Hundred Thousand Dollars and
00/100 ($200,000) over a period of four (4) years for sponsorship of the annual
Newport Beach Christmas Boat Parade and Ring of Lights ( "Grant Proposal ").
C. The City Council determined the Grant Proposal is for a worthy event that will
offer a program and services to local residents and benefit the local residents'
quality of life.
D. On October 8, 2013, the City Council approved a grant in the amount of Two
Hundred Thousand Dollars and 00/100 ($200,000) ( "Grant Funds ") to Grantee
pursuant to certain conditions regarding expenditure, reporting, and accounting
requirements.
NOW, THEREFORE, the Parties agree as follows:
1.1. City awards to Grantee Grant Funds in the amount of Two Hundred
Thousand Dollars and 00/100 ($200,000) as requested by Grantee in the Grant
Proposal attached hereto as Exhibit A and incorporated herein by reference, or such
other amount as authorized by the City Council.
1.2. Grant Funds shall be disbursed by City to Grantee as follows: In four (4)
equal installments of Fifty Thousand Dollars and 00/100 ($50,000.00) on the following
dates: (a) July 1, 2014 (b) July 1, 2015 (c) July 1, 2016; and (d) July 1, 2017.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until July 31, 2017, unless terminated earlier as provided
herein.
3
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.
3.3. Grantee shall identify City as a sponsor of the event in all publications and
promotional materials for the event.
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)
calendar 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
THE NEWPORT BEACH CHAMBER OF COMMERCE Page 2 a
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 annual 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) annual 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 Newport Beach Christmas Boat Parade
and Ring of Lights. 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 annual 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 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.
THE NEWPORT BEACH CHAMBER OF COMMERCE Page 3 e
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
not expended by or before July 31, 2017, Grantee shall notify the City in writing, and
shall be obligated to return the Grant Funds to City within thirty (30) calendar 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
THE NEWPORT BEACH CHAMBER OF COMMERCE Page 4 s
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: City Manager
City of Newport Beach
100 Civic Center Dr.
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: President and C.E.O.
THE NEWPORT BEACH CHAMBER OF COMMERCE
20351 Irvine Ave., Ste. C -5
Newport Beach, CA 92660
%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) calendar 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) calendar 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) calendar 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.
THE NEWPORT BEACH CHAMBER OF COMMERCE Page 5
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.
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.
THE NEWPORT BEACH CHAMBER OF COMMERCE Page 6 s
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.
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: /z� //3
By: zm/ZT ((-r) p
Aaron C. Harp
City Attorney 1
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Keith D. Curry
Mayor
GRANTEE: THE NEWPORT BEACH
CHAMBER OF COMMERCE, a California
nonprofit corporation
Date:
By:
Steve Rosansky
President and C.E.O
[END OF SIGNATURES]
THE NEWPORT BEACH CHAMBER OF COMMERCE Page 7 s
EXHIBIT A
GRANT PROPOSAL
Grantee seeks an annual grant sponsorship in the amount of $50,000 per year
for four (4) years to facilitate the execution of the 106th thru the 110th annual Newport
Beach Christmas Boat Parade and Ring of Lights throughout the Newport Harbor (a 14
mile route on the water) and surrounding residences and businesses.
The Newport Beach Christmas Boat Parade is the largest special event in
Newport Beach, drawing an estimated one million (1,000,000) viewers annually. As
"Newport Beach's Christmas Card to the world," the parade runs five nights in
December with beautiful multi - million dollar yachts and small boats lighting up the
harbor. The event has been hailed as "One of the top ten holiday happenings in the
nation" by the New York Times and earned Newport Beach the designation in 2011 as
the V2 City in the Country for Holiday Lights" by Yahoo! Travel.
The parade travels 14 miles around the harbor giving viewers in restaurants,
homes, yacht clubs, and on beaches an incredible sight that has delighted millions for
over a century. Serving as the backdrop is the "Ring of Lights" contest with decorated
bayside homes and businesses surrounding the harbor. Awards are presented at the
annual Awards Dinner & Auction in January.
1111