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HomeMy WebLinkAboutCHARITABLE VENTURES OF ORANGE COUNTY (2) -2013A-2013-131 MoM A Agreement Charitable Ventures of Orange County FISCAL SPONSORSHIP AGREEMENT BETW13EN CHARITABLE VENTURES OF ORANGE COUNTY AND CITY OF SANTA ANA ThigAgieeroppt, made Aqg4gt 1, 2013, by and between Cbarlta,ble Ventures of Orange County, a California nonprofit public'benefit corporation located in Santa Ana, California, qualified as exemprfrmll' federal income tax under §501 (c)(3) of the Intermil(Revenue Code (hereinafter referred -to as,'CVOC"), and City of Santa Ana (hereinafter referred to as the "Committee"), RECITALS' A. Whereas, the, CoMmItteVs goal is to advance tboSollowing mission: To theability to be well informed aboutite=,affecting their neighborhood and. opporutnities to improve their community ( hereinafter referred to as the ` "Mission "). E. Whereas, CVWs Baavd,of Directors the chalrit4blo, purposes of the project ilkDownagSinda Ana Grants for Blocks (hereinafter referredtoas the "ProjecV), that-Will beoperated primar-flytc), o4vanco-tine Mission, and to maize disbursements in furtherance of the Mission, C. Whereas, CVOC desires to act as ti le fiscal sponsor-oftho P1 assets and I if carring,liabilities identified With the ftlpct b 'Effective bate asde0nedin Paragraph land rising Them to educational goals,,,qp4totrunittee desiresto alimjAge the Projectunderthe sponsorshiPof CVOC. THEREFORE, inconsideration of heir mutual And M.sp0ct(va"promises, the pa e5 hereto do hereby agu'e's follows: ), Term dAgcg"om, On Ati,gus,t 1, 2013 (hereinafter; referred to as the "Effective Date), CVQC shall assunfe operation of , tile Project, Which operation Shall continue in effect far one (1) year,, aulpmaocally renewing for one year periods thereafter,, unless earlier terminated pursuafitto-PAra$r6ph 7 below; Made] A Agreement 2. Creation of Restricted Fund /Variance Power. Beginning on the Effective Date, CVOC shall place all gifts, grants, contributions, and other revenues received by CVOC and identified with the Project into a restricted fund to be created and used for the sole benefit of the Mission as may be defined by the Committee from time to time within the tax- exempt purposes of CVOC and with the written approval of CVOC (the "Fund "). The parties agree that all money and the fair market value of all property in the Fund shall be reported as the income of CVOC, for both tax purposes and for purposes of CVOC's financial statements. CVOC shall exercise full control over the Project's financial administration, management and disbursements from the Fund. It Is the intent of the parties that this Agreement be interpreted to provide CVOC with variance powers necessary to enable CVOC to treat the restricted fund as CVOC's asset in accordance with Statement No. 136 issued by the Financial Accounting Standards Board while this Agreement is in effect. 3. Project Activities and Sponsorship Policies. All community programs, public information work, fundraising events, processing and acknowledgment of cash and non -cash revenue items, accounts payable and receivable, negotiation of leases and contracts, disbursement of the Project funds (including grants), and other activities conducted by the Project, shall be the ultimate responsibility of CVOC and shall be conducted in the name of CVOC, beginning on the Effective Date. Unless otherwise agreed, and subject to their consent, all personnel to be compensated for working on the Project shall become at -will employees of CVOC on the Effective Date, and shall be subject to the same personnel policies and benefits as are required by law to apply to all employees of CVOC. Unless otherwise agreed, any tangible or intangible property, including intellectual property, such as copyrights, obtained from third parties or created in connection with the Project shall be the property of CVOC while this Agreement is in effect. The Committee shall abide by the Fiscal Sponsorship Guidelines of CVOC as set forth on the attached Exhibit 1, which CVOC may amend from time to time with the consent of the Committee, and which include administration fees, as set forth in attached Exhibit 2, to be paid to the general fund of CVOC from the Fund. 4. Delegation. Authority to manage the activities of the Project is delegated by CVOC to the Committee, subject at all times to the ultimate direction and control of the CVOC Board of Directors. The Committee is a group of individuals that serves as a subordinate body to the CVCC Board of Directors and as an integral part of CVOC. In matters governed by this Agreement: (a) the Committee's separate legal existence as an unincorporated nonprofit association will be solely for the limited purpose of holding, exercising, and enforcing the contractual duties and obligations CVOC may owe to the Committee under this Agreement, and (b) those participating on the Committee shall serve as individuals only, not as representatives or agents of any funding source, employer, or any party other than CVOC. Neither the Committee nor any of its members shall have the authority to enter into any agreement or obligation pertaining to the Project without the prior written agreement of CVOC. S. Restricted Fulcj Management / Performance of Charitable_ Purposes. All of the assets received by CVOC under the terms of this Agreement shall be devoted to the purposes of the Project, within the tax - exempt purposes and mission of CVOC. No item of revenue shall be earmarked to be used in any attempt to influence legislation within the meaning of Internal Revenue Code ( "IRC ") Section 501(c) (3); no agreement, oral or written, to that effect shall be made between CVOC and any revenue source. CVOC shall not use any portion of the assets to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with IRC Section 501(c) (3). Model A Agreement 6. Re °mine. CVOC will provide transaction reports to the Committee monthly and income statements quarterly. CVOC will audit /review the Project as part of the CVOC organizational audit and Project will receive the annual CVOC organizational audit. Any separate audit of the Project will be at the Committee's cost and expense. 7. Termination. This Agreement shall terminate when the objectives of the Project can no longer reasonably be accomplished by CVOC. If the objectives of the Project can still be accomplished, but either the Committee or CVOC desires to terminate CVOC's fiscal sponsorship of the Project, the following understandings shall apply. Upon such termination any unpaid expenses or unsatisfied contractual obligations of the Project may be paid or reserved for payment out of the Fund by CVOC. Either CVOC or the Committee may terminate this Agreement on 60 days' written notice to the other party, so long as another nonprofit corporation, which is tax exempt under IRC Section 501(c)(3) and is not classified as a private foundation under Section 509(a) (hereinafter referred to as "Successor "), is willing and able to sponsor the Project and is approved by writing by both parties by the end of the 60 day notice period. The ability to sponsor the Project shall be evidenced by having charitable purposes consistent with the purposes of the Project and the administrative and financial capacity to competently manage the Project. If the parties cannot agree on a Successor to sponsor the Project, the Committee shall have an additional 60 days to find a Successor willing and able to sponsor the Project. If a Successor is found, the balance of assets in the Fund, together with any other tangible and intangible assets held or liabilities incurred by CVOC in connection with the Project, shall be transferred to the Successor at the end of that additional 60 day period or any extension thereof, subject to the approval of any third parties that may be required. If the Committee has formed a new organization qualified to be a Successor as set forth in this paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service documenting that such qualifications have been met, no later than the end of the notice period or any extension thereof. If no Successor is found within the 120 day period (i.e., the initial 60 day notice period and the additional 60 day period to find a Successor), CVOC may dispose of the Fund's assets and liabilities in any manner consistent with applicable tax and charitable trust laws. Either party to this Agreement may terminate this Agreement based upon a material breach of this Agreement by the other party, by giving 30 days' written notice to the other party, and any Project assets and liabilities shall be handled in a manner consistent with the provisions stated above. B. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile in the manner provided in this Section, to the following persons; To Project: Santa Ana Grants for Blocks Scott Kutner Community Development Agency Housing & Neighborhood Development 20 Civic Center Plaza, 3rd Floor Post Office Box 1988 Santa Ana, CA 92702 Telephone: 714-667-2259 Facsimile: 714- 667 -2225 Electronic Mail: skutner @santa - ana.org Model A Agreement To CVOC: Charitable Ventures of Orange County 1505 E. 17th Street, Suite 101 Santa Ana, CA 92705 Telephone: 714-647-0900 Facsimile: 714.647.0901 Electronic Mail: info @charitableventuresoc.org A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, notice shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, and federal holidays shall be excluded. 9. Entire Agreement. This Agreement constitutes the only agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. All Exhibits hereto are a material part of this Agreement and are incorporated by reference. This Agreement, including any Exhibits hereto, may not be amended or modified, except in a writing signed by all parties to this Agreement. 10. jurisdiction /Venue. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California, excluding its conflict of law provisions. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 11. Aut o . ty. Each undersigned represents and warrants by its signature that each has the power, authority and right to bind their respective parties to each of the terms of this Agreement. 12. Miscellaneous provisions: a. Arbitration. All claims, disputes and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof shall be decided by arbitration in accordance with the rules of the American Arbitration Association unless the parties mutually agree otherwise. The decision and award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. b. Attorneys' Fees. The prevailing party in any legal action to enforce this Agreement shall be entitled to recover its costs and reasonable attorneys' fees in addition to any other relief granted. C, Severability, The provisions of this Agreement shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties. Model A Agreement d. Waiver. Any waiver of any terms, covenants and /or conditions hereof must be in writing and signed by the parties hereto. A waiver of any of the terms, covenants and /or conditions hereof shall not be construed as a waiver of any other terms, covenants and /or conditions hereof nor shall any waiver constitute a continuing waiver. e. Committee Receipt of Agreement. By signing this Agreement, the Committee acknowledges that each member of the Committee has received a complete copy of this Agreement and all Exhibits. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Approval: If this Fiscal Sponsorship Agreement is acceptable, please sign and return according to the directions below. CHARITABLE VENTURES OF ORANGE COUNTY Cr-ry np iANTA ANA SIGNATURE: 4& � SIGW DATE: ..r^" /1/- 43 DATE: ANNE OLIN PRINT EXECUTIVE DIRECTOR APPROVED AS TO F°ORIVI LISA E. S7(7RCK Assistant City Attorney ADDRESS: CITY /STATE /ZIP: TELEPHONE: _ FACSIMILE: EMAIL: Please submit a signed copy of this Fiscal Sponsorship Agreement via one of the following means: Email - debbie@charitableventuresoc.org Postal Mail - Debbie Groendal, Program Director Charitable Ventures of Orange County 1505 E, 17th Street Suite 101, Santa Ana, CA 92705 ATTEST: ARIA D. HUIZAR v CLERK OF THE COUNCIL Model A Agreement EXHIBIT 1 FISCAL SPONSORSHIP GUIDELINES FOR NON- PROFIT 501(c)(3) ORGANIZATIONS 1. Sponsorship benefits include the operation of the Project within a 501(c)(3) fiscal sponsor (making it possible to be funded with tax- deductible contributions), the receipting and managing of contributions, and the authorization and payment of grants and expenses from the Fund created for the charitable purposes of the Project. Sponsorship services do not include administrative support to the Committee or fundraising support, or financial support except as provided in Paragraph 5 below. 2. As a fiscally sponsored direct project of CVOC, the Project is an integral part of CVOC and CVOC will be legally responsible for the Project's administration, management, and disbursements from the Fund. 3. CVOC retains the right to approve payments to carry out the purposes of the Project. The Committee may make recommendations for the specific expenditures on behalf of the Project, which CVOC will review, and if approved, will authorize payment. 4. CVOC prepares receipts and acknowledgments for all gifts to the Fund. CVOC will provide monthly financial reports to the Committee. S. The Committee may apply to funding sources under the auspices of CVOC, subject to CVOC's prior approval, but CVOC is not in any way responsible to the Committee for providing or acquiring financial support for the project. CVOC must review in advance all fundraising plans and requests for funding. In addition, all copy referencing CVOC to be used in marketing or fundraising must be approved in advance by CVOC. CVOC will provide grant submittal and packaging support for all grants submitted. 6. It is requested that the Committee ensure that the Project credits CVOC in publications and news releases or stories, subject to the prior approval of CVOC. CVOC may give the Project mention in newsletters and annual reports of CVOC. Model A Agreement FWf.qT-,TM Total fees for CVOC Fiscal Sponsorship Include two components, # Account Fee: $100 monthly. Sponsorship Fee: At the time of deposit the-deposited amount is charged a sponsorship fee percentage, based on total donations raised In a calendar year. The percent is deterniffied by the aggregatefunds raised inside the calendar year at the time of the deposit, The higher the amount of funds raised, the smallortbe sponsorship fee. NOTES 1, Accuuntralairr accou at value 1 Roll-over lbos'v roll -over fee of AxquntFeeqf 3; Sponsorshiplo 4. Projects wit-b• three.jucifitlissc 5, The Sponsarsh !00 appljos; pblfcontage resets to 8% 6, 11'aproject-requires (e.g' insurance OVE To LOne-,tiftle Monthly flow so-I that they-rnaiotaln enough Nods to cover to do, so could resulthi employee layoffs. )t apply to receipts, attributable to federal grouts �e, nd those filicl4de&44 the regular adrairitstrktivefee