Board of Directors
Wallis Annenberg Founder
Adrienne Green Page Hoeper Cynthia Kennard David Ulich
www.walf.org 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] August 25, 2026
Mr. Oliver Chi, City Manager
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Dear Mr. Chi:
On behalf of the Wallis Annenberg Legacy Foundation (“Wallis Legacy Foundation”), we are delighted to confirm a grant for One Million and 00/100 U.S. Dollars ($1,000,000.00) (the “Grant”) from the Wallis Legacy Foundation, a California non profit benefit corporation, to the City of Santa Monica for the exclusive use by and for the benefit of the Annenberg Community Beach House located at 415 Pacific Coast Highway (the “Beach House” and “Grantee”) to enhance community access and for the purposes more specifically described in the attached Exhibit “A” (the “Charitable Activities”).
Wallis Legacy Foundation is a tax-exempt private operating foundation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), whose charitable mission is focused on advancing bold ideas that expand opportunities, inspire compassion and strengthen communities. Guided by Wallis Annenberg’s vision, we support innovative projects in aging and longevity, conservation, animal welfare, education, the arts, and community access (the “Charitable Mission”).
In furtherance of the Charitable Mission and the Charitable Activities, Wallis Legacy Foundation wishes to provide certain funding directly to Grantee, subject to the terms and conditions set forth herein. Wallis Legacy Foundation understands that Grantee is a non profit government entity and that Grantee’s activities are consistent with the Charitable Activities.
This Grant Agreement (this “Agreement”) sets forth the conditions and objectives for Wallis Legacy Foundation to provide the Grant to Grantee for the Grant Purposes (as defined in Section 1 below). (For purposes of this Agreement, Wallis Legacy Foundation and Grantee are, collectively, the “Parties” and each, a “Party”).
1. GRANT PURPOSES. Wallis Legacy Foundation agrees that the operation of the Beach House furthers the goals and objectives of the Charitable Mission. The Grant will be provided as a grant to Grantee for the exclusive purpose of supporting programming at the Beach House that enable members and youth of underserved communities to partake in the world class programming offered at the Beach House, as further described in Exhibit “A” attached hereto and incorporated herein (the “Grant Purposes”). Amounts disbursed to or on behalf of Grantee shall be used solely to finance the Grant Purposes. www.walf.org 2 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] Grant Agreement
The Annenberg Beach House
August 25, 2026
2. GRANTEE OBLIGATIONS. Grantee shall ensure that the Grant is used solely for the Grant Purposes.
3. GRANT PERIOD. The Grant Period will begin upon the date of this Agreement (the “Grant Date”) and will extend until all Grant funds, including any income derived therefrom, should be fully expended for the Grant Purposes (the “Grant Period”).
4. PAYMENT SCHEDULE.
Subject to the conditions set forth herein, and provided all conditions of this Agreement are met and there is no event of default by Grantee, Wallis Legacy Foundation will pay the Grant in three equal installments of $333,333.33 each, payable on or before November 1, 2026, November 1, 2027 and November 1, 2028.
Grantee shall comply fully with the terms and conditions of this Agreement, as determined by Wallis Legacy Foundation in its reasonable discretion.
5. REPORTING DATES AND REPORT TYPES/COMMUNICATIONS.
Grantee shall submit to Wallis Legacy Foundation annual reports beginning with the taxable year covering the Grant Date and each taxable year in the Grant Period (the “Reporting Period”), which shall each include an update on Grantee’s progress made toward the conduct or support of the Grant Purposes and the Charitable Activities and the detail of any funds expended by Grantee and shall be in the format specified by Wallis Legacy Foundation (each a “Report”). Each Report shall include a narrative account of what was accomplished by the expenditure of funds (including a description of progress made towards achieving the Grant Purposes and conduct of the Charitable Activities at the Beach House) and a financial statement attested by the responsible financial officer of Grantee or a certified public accountant that reports expenditures, which shall include sufficient detail to demonstrate the expense would constitute a proper qualifying distribution for a private foundation as described in Section 4942 of the Code. A Report is due within sixty (60) days following the earlier of the end of each fiscal year of Grantee or expenditure of all the Grant amounts.
6. GRANTEE REPRESENTATIONS. Grantee represents and warrants, for the benefit of Wallis Legacy Foundation, that:
a. Information Submitted. All information and documents submitted by Grantee to Wallis Legacy Foundation, including, without limitation, Grantee’s ability to spend the Grant for the Grant Purposes, is complete and accurate.
b. Organization. Grantee is a governmental entity duly organized, validly existing, and in good standing under the laws of the State of California. Grantee is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Code, which includes the Grant Purposes.
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The Annenberg Beach House
August 25, 2026
c. Tax-Exempt Status. Grantee: (i) is a tax exempt governmental entity (its “Tax-Exempt Status”); and (ii) to the best of Grantee’s knowledge, such Tax-Exempt Status is not challenged or questioned by any agency, entity, or individual.
d. No Conflicts; Consents. The execution, delivery, and performance by Grantee of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate or conflict with the organizational documents of Grantee; (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to Grantee; or (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of, or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under any contract or other instrument to which Grantee is a party or to which any of Grantee’s assets are subject. No consent, approval, waiver, or authorization is required to be obtained by Grantee from any person or entity (including any governmental authority) in connection with the execution, delivery, or performance by Grantee of this Agreement and the consummation of the transaction contemplated hereby.
e. Compliance with Laws. Grantee has complied, and is now complying, with all applicable federal, state, and local laws and regulations applicable to performance and conduct of the Charitable Activities.
f. Authority and Enforceability. Grantee has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder and is in full compliance with all applicable laws, regulations, and contracts relating to this Agreement, the Charitable Activities, and the Grant Purposes.
g. Earmarking. Grantee acknowledges that Wallis Legacy Foundation has not earmarked any of the Grant for any organization other than Grantee for use at the Beach House. Grantee agrees that it is solely responsible for: (i) control as to the use of the Grant funds, and (ii) maintenance of records establishing that any Grant funds are used for purposes consistent with this Agreement and Section 501(c)(3) of the Code.
7. CHARITABLE PURPOSES. Grantee agrees that it shall:
a. Use funds exclusively for the purposes stated in this Agreement and the Grant Purposes.
Grantee agrees to notify the Wallis Legacy Foundation immediately of any change in Grantee’s ability to expend the Grant funds for the Grant Purposes, including any expenditure of any Grant funds for any purpose other than the Grant Purposes. www.walf.org 4 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] Grant Agreement
The Annenberg Beach House
August 25, 2026
b. Maintain a systematic record on a fund-accounting basis of the disbursement of funds and expenditures incurred under the terms of the Grant and make substantiating documents available to Wallis Legacy Foundation upon request.
c. Without limiting Grantee’s obligations pursuant to Paragraph a above, not use any of the Grant:
(i) to intervene in any election; to support or oppose any political party or candidate for public office; or to engage in any lobbying or voter registration; or (ii) to undertake any activity for any purpose other than one that is exclusively for charitable, scientific, literary, or educational purposes as defined in Section 170(c)(2)(B) of the Code.
8. PUBLIC PROMOTION OF THE GRANT; COMMUNICATIONS.
a. Promotion. The Parties agree that each Party may take photographs, make videos, or make recordings (collectively, “Promotion Materials”) of the Charitable Activities with Wallis Legacy Foundation and Grantee and/or the Beach House.
b. Use of Promotion Materials and Logo by Wallis Legacy Foundation. Wallis Legacy Foundation may, in its publications, internal intranet sites, postings in the workplace, and websites and social media vehicles, use Promotion Materials and Grantee’s and the Beach House logo and name for the sole purpose of acknowledging Wallis Legacy Foundation’s support of Grantee and the Grant Purposes.
c. Use of Promotion Materials and Logo by Grantee. Grantee may, in its publications, internal intranet sites, postings in the workplace, and websites and social media vehicles, use Promotion Materials and Wallis Legacy Foundation’s logo and name for archival, educational, and promotional purposes and identifying Wallis Legacy Foundation as a partner in external communications.
All materials that use Wallis Legacy Foundation’s name and/or logo, including but not limited to press releases, websites, or special events, must be approved by Wallis Legacy Foundation prior to publication or distribution. Grantee shall send all materials for approval, including without limitation any public announcement of the Grant or use of Wallis Legacy Foundation’s logo, to [email protected], at least one week prior to any public release. No material shall be released by Grantee without Wallis Legacy Foundation’s prior written approval.
9. CONFIDENTIALITY. The Parties wish to protect the confidentiality of certain confidential information disclosed to the other Party solely for use as part of the Grant Purposes during the Grant Period (the “Permitted Use”).
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The Annenberg Beach House
August 25, 2026
a. Either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), whether orally or in physical or electronic form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, marketing, or promotional or technical information in connection with this Agreement, which shall include the terms and conditions of this Agreement (collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not include information (i) that was previously known to the Receiving Party without an obligation of confidentiality; (ii) that was acquired by the Receiving Party from a third party that was not, to the Receiving Party’s knowledge, under an obligation to not disclose such information; (iii) that is or becomes publicly available through no fault of Receiving Party; or (iv) that the Disclosing Party gave written permission to the Receiving Party to disclose, but only with respect to such permitted disclosure. b. Except as otherwise required by applicable law, each Receiving Party agrees that (i) it will use the Confidential Information of the Disclosing Party solely for the Permitted Use and (ii) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party’s employees or agents, on a need-to-know basis, who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of the subpoena or demand so that the Disclosing Party may assert any defenses to disclosure that may be available. c. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the exclusive property of the Disclosing Party. The Receiving Party shall not receive any right, title, or interest in, or any license or right to use, Confidential Information or any intellectual property rights therein, by implication or otherwise except as explicitly provided herein. Other than as specifically provided in this Agreement, no license under any trade secrets, copyrights, or other right is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement. www.walf.org 6 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] Grant Agreement
The Annenberg Beach House
August 25, 2026
d. The Receiving Party shall, upon the termination of this Agreement or the request of the Disclosing Party, return to the Disclosing Party all Confidential Information received by the Receiving Party from the Disclosing Party and all Confidential Information in the Receiving Party’s possession or control (and all copies and reproductions thereof). Alternatively, at the Receiving Party’s option, the Receiving Party shall destroy all Confidential Information received by the Receiving Party from the Disclosing Party (and all copies and reproduction thereof) and any notes, reports, or other documents prepared by the Receiving Party that contain Confidential Information. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party will continue to be bound by the obligations, including of confidentiality, hereunder.
10. CHANGE IN ORGANIZATION; CHANGE IN TAX-EXEMPT STATUS. a. Change in Management. Grantee shall immediately notify the Wallis Legacy Foundation of any change or proposed change in the membership of its senior management or leadership that directly impacts the implementation of this Grant.
b. Change in Tax-Exempt Status. Grantee shall immediately notify the Wallis Legacy Foundation of any change or proposed change in its Tax-Exempt Status. In the event of any such change, the Wallis Legacy Foundation, at its option and sole discretion, may terminate the Grant and shall have no further obligations to Grantee thereafter.
11. NO CREDITOR RIGHTS. Without limiting the generality of Grantee’s obligations under this Agreement, no third party nor any of Grantee’s creditors or any trustee shall have any right or claim in this Grant or the proceeds of any part thereof by any purported assignment or transfer at any time. No other party may rely upon the terms and conditions of this Grant. Grantee recognizes that the Grant is being made solely for the purposes herein set forth and with the understanding that accomplishment of the Grant Purposes must be performed by Grantee or under its direction. In the event of any insolvency or bankruptcy proceeding of Grantee, Grantee acknowledges that the Grant does not constitute property of Grantee’s bankruptcy or insolvency estate (including under Section 541 of the United States Bankruptcy Code).
12. INDEMNIFICATION. Grantee shall indemnify, hold harmless, and defend the Wallis Legacy Foundation and each of its trustees, officers, directors, employees, representatives, and related parties (the “Indemnified Parties”) from and against any and all liability, loss, damage, expense, and cost of every nature and causes of action arising out of or in connection with this Agreement, including any activity related to the Charitable Activities, or the planning, arranging, implementing, sponsoring, or conducting of any program or activity by Grantee or the Beach House. In no case shall the Indemnified Parties be liable to Grantee or any third party for consequential damages. The Indemnified Parties shall have no liability for any debts, liabilities, deficits, or cost overruns of Grantee.
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The Annenberg Beach House
August 25, 2026
It is expressly understood by the Parties that no trustee, director, member, officer, employee, or other representative of the Indemnified Parties shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with this Agreement, or any subsequent agreement between the Parties.
Wallis Legacy Foundation’s sole duties under this Agreement are stated in Section 4 regarding payment of the Grant and Section 9 regarding confidentiality, and the Parties agree that Wallis Legacy Foundation shall have no other duties or obligations to Grantee or any third parties. The provisions of this Section 12 shall survive the expiration or sooner termination of this Agreement.
13. RELATIONSHIP OF THE PARTIES; NO AGENCY OR PARTNERSHIP. The Parties intend to create an agreement regarding the Grant and Wallis Legacy Foundation’s support of the Grant Purposes and not a partnership. No provision of this Agreement shall be construed or deemed to create any joint venture, joint enterprise, or agency relationship among the Parties, and no Party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of the other Party hereto, in the absence of a separate writing, executed by an authorized representative of the other Party. Each Party shall be solely responsible for its employees and contractors.
Each Party shall accept full and sole responsibility for any and all expenses incurred by itself relating to this Agreement. Nothing in this Agreement shall be construed as superseding or interfering in any way with any agreements or contracts entered into among the Parties, either prior to or subsequent to the signing of this Agreement. Nothing in this Agreement shall be construed as an exclusive working relationship.
14. TRUST. Grant funds shall be deemed trust funds impressed with an obligation to be expended by Grantee solely for the Grant Purposes.
15. NO PERSONAL BENEFIT. The Grant shall be used solely for the Grant Purposes and no Wallis Legacy Foundation trustee, director, officer, employee, representative, or consultant may obtain any personal benefit as a result of the Grant.
16. TERMINATION. In addition to any other grounds for termination set forth in this Agreement, Wallis Legacy Foundation, in its sole and complete discretion without limitation, may, upon written notice to Grantee, revoke this commitment if at any time any of the following occurs:
a. Grantee becomes insolvent;
b. Grantee fails to meet on a current basis any of its debts or obligations; c. The taking of Grantee’s property by official levy or execution; d. Grantee’s filing for an appointment of a trustee, receiver, or liquidator; www.walf.org 8 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] Grant Agreement
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August 25, 2026
e. Grantee’s filing of a voluntary petition in bankruptcy or the filing by anyone else of an involuntary petition in bankruptcy against Grantee; or
f. Failure to meet any of the conditions set forth in the Grant Purposes.
17. MISCELLANEOUS.
a. Wallis Legacy Foundation’s obligations hereunder are conditioned on the execution and delivery by the Grantee of this Agreement.
b. Nothing in this Agreement shall be deemed to grant to the Grantee any right related to any of the trademarks, trade name, or good will of Wallis Legacy Foundation or any of its affiliates or related parties.
c. This Agreement and its rights and obligations may not be assigned by the Grantee to any third party.
d. This Agreement may not be modified except in a writing signed by the party against who enforcement is sought.
e. This Agreement shall be governed by the substantive laws of the State of California. Wallis Legacy Foundation has signed this Agreement in Los Angeles, and all parties consent to the exclusive venue and personal jurisdiction of the federal and state courts located in the County of Los Angeles, State of California. In addition to any other party that may have standing to enforce this Agreement, Grantee hereby specifically agrees and consents to Wallis Legacy Foundation having standing to institute an action to enforce the terms and conditions of this Agreement. Grantee further agrees that such courts, upon institution of such an action, may, in addition to all other remedies, direct (i) specific performance of any provision of this Agreement which Grantee may breach, or (ii) injunctive relief against Grantee in the curing of any such breach.
f. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. g. This Agreement is the entire agreement of the Parties on the subject hereof and supersedes all other agreements, understandings, communications, etc., whether written or oral. h. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. www.walf.org 9 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] Grant Agreement
The Annenberg Beach House
August 25, 2026
If all is in order, please sign the signature page that follows.
Sincerely,
The Board of the Wallis Annenberg Legacy Foundation
www.walf.org 10 12005 Bluff Creek Dr., Playa Vista, CA 90094 [email protected] Grant Agreement
The Annenberg Beach House
August 25, 2026
IN WITNESS WHEREOF, each of the parties hereto have caused this Grant Agreement to be executed as of the date below by its respective duly authorized representative.
GRANTEE:
The City of Santa Monica
_____________________________________ Date: ________________________ By:
Its:
WALLIS ANNENBERG LEGACY FOUNDATION:
Wallis Annenberg Legacy Foundation
_____________________________________ Date: ________________________ By:
Its: Chief Operations and Strategy Officer
Exhibit A
Year One Impact Summary- Connection, Engagement, Access and Opportunity In Year One, WALF grant funding will enable the Beach House to strengthen its role as an accessible community resource by deepening engagement with local and regional community-based organizations as well as the general public.
A central priority for this first year is reducing financial, physical, social, cultural and informational barriers that limit access to high-quality coastal experiences and programming. By leveraging Beach House facilities and staff, and building intentional partnerships across diverse service areas, the Beach House will broaden community access to water safety education, recreation, health and wellness opportunities, arts and cultural programs, and inclusive community-building activities.
Estimated Impact and Reach
Estimated
Program Category & Size Participants
Beach House Major Public Events
4 events x 300 estimated attendees 1,200
Community Based Organization (CBO) Self-Determined Events 12 events x 40 estimated attendees 480
New Free Public Programs
7 events x 35 participants (20-50 per program) 245
Subsidized Pool Passes*
400 available 400
Subsidized Parking Passes/Validations*
315 available 315
Class Vouchers for Existing Beach House Classes
Youth: Learn to Swim, Parent & Me, Bounce
Adult: Stand Up Paddleboard, Yoga, Floating Fitness 90
Total estimated annual reach 2,730
*Subsidized access categories may overlap slightly with other categories