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CharitableVentures
of Oninge Courcy
AMENDED
FISCAL SPONSORSHIP
AGREEMENT BETWEEN
CHARITABLE VENTURES OF ORANGE COUNTY
AND
THE CITY OF SANTA ANA
This Amended Agreement, made May 19, 2017, by and between Charitable Ventures of Orange
County, a California nonprofit public benefit corporation located in Santa Ana, California, qualified as
exempt from federal income tax under §501(c)(3) of the Internal Revenue Code (hereinafter referred
to as "CVOC"), and the City of Santa Ana, by and through the Neighborhood Initiative Program
(hereinafter referred to as the "City").
RECITALS:
A. Whereas, the City previously entered Agreement #A-2013-131 with CVOC dated
August 1, 2013. The parties hereto now desire to update said Agreement. City's goal is
to continue to advance the following mission: To promote community solutions,
capacity building and civic engagement so residents have the ability to be well
informed about items affecting their neighborhood and opportunities to improve their
community (hereinafter referred to as the "Mission").
B. Whereas, CVOC's Board of Directors has approved the establishment of a restricted
fund to receive donations of cash and other property earmarked for the charitable
purposes of the project known as Santa Ana Grants for Blocks (hereinafter referred to
as the "Project"), that will be operated primarily to advance the Mission, and to make
disbursements in furtherance of the Mission.
C. Whereas, CVOC desires to act as the fiscal sponsor of the Project, by receiving assets
and incurring liabilities identified with the Project beginning on the Effective Date as
defined in Paragraph 1 and using them to pursue the Mission, which CVOC's Board has
determined wilt further CVOC's charitable and educational goals, and City desires to
manage the Project under the sponsorship of CVOC.
THEREFORE, in consideration of their mutual and respective promises, the parties hereto do
hereby agree as follows:
1. Term of Agreement, On June 1, 2017 (hereinafter referred to as the "Effective Date"), CVOC
shall assume operation of the Project, which operation shall continue in effect for one (1) year,
automatically renewing for one (1) year periods thereafter, unless earlier terminated pursuant to
Paragraph 7 below.
1905 E. 17th Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647,0901
info@charitableventuresoc.oig www.charitableventuresoc.org
Model 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 City
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 City shall abide by the Fiscal Sponsorship Policies of CVOC as set forth on
the attached Exhibit 1, which CVOC may be amended from time to time with 60 day advance notice to the
City.
The Fiscal Sponsorship Policies of CVOC also include administration fees, interest, and charges for extra
services, as set forth in attached Exhibit 2 and Exhibit 3, to be paid to the general fund of CVOC from the
Fund. Such fees, interest, and charges are necessary to compensate CVOC for its services provided in
administering the Project, and thus become unrestricted rather than restricted assets when paid to the
general fund of CVOC. The Fiscal Sponsorship Policies pertaining to fees, interest, and charges set forth in
Exhibit 2 may be amended from time to time by CVOC in its sole discretion with 60 day advance notice to
the City.
The City acknowledges receipt of the 2016 Policies and Procedures for Sponsored Projects ("P and P")
and agrees to comply with all with all guidelines, rules, policies and procedures contained therein. City
agrees to immediately comply with any written request from CVOC that it cease activities, which in
CVOC's sole opinion, are in violation of the P and P, and further agrees that CVOC may suspend its
obligation to make funds available or terminate this Agreement in the event that the City fails to comply
with such request.
4. Delegation. Authority to manage the activities of the Project is delegated by CVOC to the City,
subject at all times to the ultimate direction and control of the CVOC Board of Directors. The City is a
group of individuals that serves as a subordinate body to the CVOC Board of Directors and as an integral
part of CVOC. In matters governed by this Agreement: (a) the City'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 City under this Agreement, and (b)
those participating on the City shall serve as individuals only, not as representatives or agents of any
funding source, employer, or any party other than CVOC. Neither the City nor any of its members shall
1505 E. 171h Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
have the authority to enter into any agreement or obligation pertaining to the Project without the prior
written agreement of CVOC.
5. Restricted Fund 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, with the exception of the fees, interest, and charges discussed
herein and as set forth in Exhibit 2. 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).
6. Reporting. CVOC will provide transaction reports to the City monthly. CVOC will audit/review
the Project as part of the CVOC organizational audit and Project will receive the annual CVOC
organizational audit. The costs and expenses associated with any separate or additional audit required of
the Project specifically will be paid for from the Fund, in addition to any administration fee. In addition,
should CVOC be subject to any additional organizational audit separate and apart from its standard
annual organizational audit (such as a Workers Compensation Insurance Audit or an Employment
Development Department Audit), and the audit determines that additional fees or expenses are due, CVOC
reserves the right to charge an additional fee to be paid from the Fund to cover the fees and expenses of
such audit.
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 City 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 City 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) is willing and able to sponsor the Project (hereinafter referred to as
"Successor") 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 City 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
City 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 60 days' written notice to
1505 E.17o1i Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647,0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
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
Planning and Building Agency - Neighborhood Initiatives
20 Civic Center Plaza, 2nd Floor Ross Annex
Post Office Box 1988
Santa Ana, CA 92702
Telephone: 714.667.2259
Facsimile: 714.667.2225
Electronic Mail: skutner@santa-ana.org
To CVOC: Charitable Ventures of Orange County
1505 E. 17th Street, Suite 101
Santa Ana, 92705
Telephone: 714-597-6630
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; provided, however, that the Fiscal Sponsorship Policies of
CVOC set forth in Exhibits 1 2 and 3 hereto may be amended from time to time with 60 day advance
notice to the City, provided in any format, and CVOC retains the right to impose charges for extra services
as set forth in Exhibit 2 without further consent from the City.
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.
1505 E. 17o Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
11. Au horit . 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.
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. City Receipt of Agreement. By signing this Agreement, the City
acknowledges that each member of the City has received a complete copy of this Agreement and all
Exhibits.
{Signature page follows}
1505 E. 1T', Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Amended Agreement the date and year first
above written.
Approval:
If this Amended Fiscal Sponsorship Agreement is acceptable, please sign and return according to the
directions below.
CHARITABLE VENTURES OF ORANGE COUNTY
SIGNATURE:
DATE: �: ?M—
TED KIM
Chief Operating Officer
APPROVED AS TO FORM:
Sonia Carvalho
City Attorney
By: Lisa Storck
Assistant City Attorney
CITY OF SANTA ANA
SIGNATURE ,
DATE: /d //0///
PRINT NAME:
ATTEST: v
cin n � � / / , �i✓ c>'
Maria YD.. Huizar, Clerk o the Council
RECOMMEND APPROVAL:
Candida Neal, Interim Director
Planning & Building Agency
Please submit a signed copy of this Fiscal Sponsorship Agreement
via one of the following means:
Email-susan.winterhoff@charitableventuresoc.org
Postal Mail - Susan Winterhoff Program Director
1505 E. 17t" Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
EXHIBIT 1
FISCAL SPONSORSHIP POLICIES OF CVOC
GENERAL POLICIES
1. Tax Exempt Purposes: Charitable Ventures of Orange County is a nonprofit public benefit
corporation and is not organized for the private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for charitable purposes. The specific and primary
purposes for which this corporation is formed are exclusively charitable, scientific, and educational
within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or any
corresponding provision of any future United States internal revenue law).
2. The City agrees to not engage in any activity that may jeopardize the tax exempt status of CVOC. The
City agrees to immediately comply with any written request from CVOC that it cease activities, which
in CVOC's sole opinion, might jeopardize CVOC's tax status, and further agrees that CVOC may
suspend its obligation to make funds available or terminate this Agreement in the event that the City
fails to comply with such request.
3. 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 City or fundraising support, or financial support except as provided in Paragraph 8 below.
4. As a fiscally sponsored direct project of CVOC, the Project is an internal part of CVOC and CVOC will
be legally responsible for the Project's administration, management, and disbursements from the
Fund.
S. An administrative fee of 9% will be charged at the time the contributions in support of the
purposes of the project are received by CVOC. Such administrative fees will be paid to the
general fund of CVOC and will become unrestricted rather than restricted assets when paid to
the general fund of CVOC. In addition, CVOC shall retain all interest earned in connection
with the funds or assets held in a restricted fund for the purposes of a fiscally -sponsored
project. The minimum annual administrative fee shall be $2,000, which shall be charged at
the end of the fiscal year if the minimum amount has not been met.
6. CVOC retains the right to approve payments to carry out the purposes of the Project. The City may
make recommendations for the specific expenditures on behalf of the Project, which CVOC will
review, and if approved, will authorize payment.
7. CVOC prepares receipts and acknowledgments for all gifts to the Fund. CVOC will provide monthly
financial reports to the City.
8. The City 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 City 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
1505 E. 17th Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitabteventuresoc.org www.charitableventuresoc.org
Model A Agreement
advance by CVOC. CVOC will provide grant submittal and packaging support for all grants
submitted.
9. It is requested that the City 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.
10, The General Policies set forth herein may be amended by CVOC from time to time with 60 day
advance notice to the City.
1505 E. 1711 Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
EXHIBIT 2
2017 FEE SCHEDULE
Sponsorship Fee on deposits < $1,000,000 9%1
Sponsorship Fee on deposits > $1,000,000 Negotiated 2
Fees are inclusive of the following services:
CharitableVelItures
of Orange County
•
$150/hr (Financial Projections, Break Even Analyses and Customized
Reporting...)
Ser I vices
Acc�cl��fing
Advanced Fund Development
"••
•a aalgal
Event Planning, etc.)
Advanced Business Services
$150/hr (Business Plan Development, Evaluation Services, Marketing and
Capacity to Receive Tax-
Monthly Financial Reports'
Hiring, Orientation and
Training & Workshops"
Donations
Termination of Em to ees to
Thank You Letters/Tax-
Management of accounts
Payroll Administration
Base liability and
Receipt to Donors
payable and receivable
umbrella insurance
Online Donation Capacity
Fund Accounting
Employee Trainings on
Special Insurance
Policies and Procedures
Coverage Assistance's
Review, Preparation, and
Individual Accounts for
Health, Vision and Dental
Risk management (i.e.
Submittal of Grant
most Projects
Insurance and 401(k) Plan
volunteer and liability
Applications
Access
insurance needs)
Grants Management and
Bank Transactions
Issuance of W2s to
Base legal services
Tracking
Employees
Submittal of Grant Reports
Annual Budgeting
Assistance (for grants and
Employment Law
Business Planning14
and Financials
projects)
Compliance
Access to Event
Annual Audit and Taxes'
PTO Usage Management
Contract Negotiation and
Registration Software a
Management
Project Visibility on
Position recruitment (i.e. job
Website and in Annual
Disbursement of Funds
description development and
Partnership & Resource
Report
posting)
Development
Issue 1099s to contractors
EDD Reporting and
Advocacy Tracking and
Compliance
Compliance
State Board of Equalization
Independent Contractor
Reporting (resale)'
Management"
Additional iServices:
Advanced Accounting
$150/hr (Financial Projections, Break Even Analyses and Customized
Reporting...)
Advanced HR
$100/hr (Position recruitment and interviewing support...)
Advanced Fund Development
$135/hr (Proposal Development, Grant Budgets, Funder Research, Special
Event Planning, etc.)
Advanced Business Services
$150/hr (Business Plan Development, Evaluation Services, Marketing and
Communication, Board Development....)
1505 E.17"1 Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www,charitableventuresoc.org
Model A Agreement
FEE SCHEDULE NOTES
' CVOC changes a flat rate of 9% for all projects with annual revenues under $1,000,000. This rate is inclusive of
all the services listed in the table below. After the first year of operation, there is a minimum annual fee of
$2,000.
z Rates for Projects anticipating greater than $1,000,000 in revenue will be negotiated depending on the nature
of anticipated transactions and required levels of support.
'Thank you letters and tax receipts are generated for all donations. Letters are customized by Project or event.
CVOC utilizes registration software and allows sponsored Projects to set up events through our reduced non-
profit pricing. Event receivables are subject to standard CVOC fiscal sponsor fees. Additional fees will apply for
event page setup.
s Financial reports are provided for each sponsored Project, and include Statement of Financial Position, YTD &
monthly Statement of Activity, Activity by Class, Budget to Actual, and Activity by Funder.
e CVOC provides individual checking accounts for all Projects with customized check stock for all projects with an
annual revenue of $25,000 or greater; reserve accounts are opened for Projects with greater than $1,000,000.
Projects with less than $25,000 in anticipated annual revenue do not receive segregated checking accounts.
z CVOC provides training and assistance for each Project to develop a fiscal year budget with cash flow
projections in Q3 of each calendar year. Development of specific project budgets or break-even analyses are
considered additional services.
a All fiscally sponsored Projects are included in the annual audit and tax form submittals. Projects seeking grant
funding may utilize CVOC audited financials in their application packages. Projects requesting single audits on
grants will be assessed separate audit fees.
9 CVOC allows the resale of merchandise in support of Project awareness or activities, and supports the payment
of sales tax to the State Board of Equalization.
10 CVOC oversees onboarding of Projects' staff to ensure compliance with State and Federal employment regulations.
" CVOC supports the development of compliant contract scopes of work and reports all independent contractors
to the EDD in compliance with California Labor Law.
"CVOC offers general trainings for Projects in support of project development and planning as part of our
standard fiscal sponsorship agreement. Training that is specific to the business needs of an individual project is
also available and subject to additional fees based on the scope of the required training program.
" Base liability and umbrella coverage are included in the sponsorship fee, however, some Projects may need
additional liability coverage, such as Errors and Omissions, or Accident Coverage for offsite locations. While
Projects must cover the full cost of premiums, CVOC will assistant in identifying and procuring competitive
policies.
1505 E. 17th Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
14 CVOC staff is available to meet and support business planning of all its Projects. In the event that a Project
needs specific expertise, CVOC will help identify consultant or vendor resources to support operations and
growth.
1505 E. 17B11 Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org
Model A Agreement
EXHIBIT 3
CITY OF SANTA ANA INVOICING PROCEDURES:
1. As noted in the Fiscal Sponsorship Agreement, an administrative fee of 9% will be charged at the
time the contributions in support of the purposes of the project are received by CVOC, This fee
is considered an operating cost of the Santa Ana Neighborhood Initiative Program and will be
paid within thirty (30) days once an invoice is forwarded by CVOC to the City of Santa Ana.
The minimum annual administrative fee shall be $2,000, which shall be charged and invoiced at
the end of the fiscal year if the minimum amount has not been met.
1505 E. 1T4 Street, Suite 101, Santa Ana, CA 92705
Tel: 714.597-6630 Fax: 714.647.0901
info@charitableventuresoc.org www.charitableventuresoc.org