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HomeMy WebLinkAboutRACE Matters_Ecologistics Fiscal Sponsorship APage 1 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters FISCAL SPONSORSHIP AGREEMENT This Agreement is made on April 21, 2017, by and between ECOLOGISTICS, INC. (“Sponsor”) and R.A.C.E. Matters (“Grantee/ Project”). The Sponsor: Non-Profit Status. The Sponsor is a non-profit corporation, incorporated in the State of California, exempt from federal tax under section 501(c)(3) of the Internal Revenue Code, as amended (“Code”) as of May 21, 2010. The Sponsor’s Federal Tax ID is Purposes. Sponsor is formed for purposes which include, inter alia, to develop practical, solution-based models and paradigms designed to promote and effectuate the conservation, restoration, connectivity, and stewardship of ecosystems, watersheds, habitats, and landscapes in harmony with human needs and uses; to serve as a resource for public agencies and non-profit organizations; and to work collaboratively with other non-profit and educational organizations to circulate the content of innovative solutions to ecological and social problems and to provide both a forum and hub for the sharing of scientific developments. Address: Sponsor’s mailing address is 4349 Old Santa Fe Road, # 6, San Luis Obispo, CA 93401. Sponsor’s contact information for e-mail and phone are info@ecologistics.org, 805.548.0597. The Board of Directors of Sponsor has, by Resolution, found and decided that financial support of the Project described in Attachment A accompanying this Agreement, as may be amended from time to time as agreed in writing by both parties, is consistent with and will further Sponsor’s tax-exempt purposes. Sponsor has created a restricted fund designated for such Project, and intends to grant all amounts that it may deposit to that fund, less any administrative charge as set forth below, to the Project, subject to the terms and conditions set forth in this agreement The Grantee/Project: x Grantee is R.A.C.E. Matters SLO County. The acronym stands for Responsibility, Action, Compassion, and Education. We are a group of local volunteers working together to be stewards of change regarding race relations. Our mission is to engage the community in matters of racial justice through dialogue, workshops, and direct action; and to provide space for marginalized groups to be heard. Our Vision: To positively impact our community so that people of color feel welcome, respected and safe. Our ultimate goal is to be the authority on race and race relations in SLO County. Page 2 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters Address and Contact: Grantee’s mailing address is 1720 Royal Court, San Luis Obispo, CA 93405. Grantee’s project coordinator is Courtney Haile; Telephone and email are: ( Page 3 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters AGREEMENT WHEREAS, the Sponsor is willing to receive tax-deductible charitable contributions for the benefit and use of implementing Grantee’s Project(s) as described in Attachment A, as amended from time to time; and WHEREAS, Grantee, with the administrative assistance of the Sponsor, desires to use these funds in order to implement the Project(s)’s purposes, NOW, THEREFOR, the parties agree to the following terms and conditions: 1. Documentation. Grantee shall provide Sponsor with accurate information about the Project’s mission, the purposes to which donated funds will be put to use, and a proposed budget. Grantee shall provide Sponsor with a copy of all Project grant applications and compliance rules. Sponsor shall provide Grantee with all documentation required by funding sources to be submitted with any grant applications. 2. Receipt of Funds: The Sponsor agrees to receive grants, contributions and gifts to be used for the Project, and to make those funds available to the Project. Sponsor shall deposit such funds to the Sponsor’s bank into a restricted fund designated for such Project. 3. Acknowledgment of charitable donations on behalf of the Grantee/Project: The Sponsor agrees that all grants, charitable contributions and gifts which it receives for the Project will be reported as contributions to the Sponsor as required by law, and further agrees to acknowledge receipt of any such grant, charitable contribution or gift in writing and to furnish evidence of its status as an exempt organization under Section 501(c)(3) to the donor upon request. The Sponsor agrees to notify the Grantee of any change in its tax- exempt status. 4. Use of Funds. Grantee shall use the funds solely for the Project described in Attachment A, and Grantee shall repay to Sponsor any portion of the amount granted which is not used for the Project. Any changes in the purposes for which grant funds are spent must be approved in writing by Sponsor before implementation. Grantee agrees not to use funds received from the Sponsor in any way which would jeopardize the tax-exempt status of Sponsor. Grantee agrees to comply with any written request by Sponsor that it cease activities for which it receives funds from Sponsor which might jeopardize the Sponsor’s tax status, and further agrees that Sponsor’s obligation to make funds available to it is suspended in the event that it fails to comply with any such request. Sponsor retains the right, if Grantee breaches the Agreement, or if Grantee jeopardizes Sponsor’s legal or tax status, to withhold, withdraw, or demand immediate return of grant funds. Page 4 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters 5. Return of Funds. In the event Grantee creates a nonprofit organization and receives approval of 501(c)(3) status from the IRS and is eligible to directly accept donations for which the donor desires to receive the benefit of a tax deduction, then at the direction of Grantee, Sponsor shall release all remaining unobligated Project funds to Grantee. 6. Authorized Expenditures. Sponsor authorizes Grantee to make expenditures, which do not exceed total contributions for the Project, on Grantee’s behalf for use in the Project. Grantee agrees to use any and all funds received from Sponsor solely for legitimate expenses of the Project and to account fully to Sponsor for the disbursement of these funds. 7. Financial accounting and reporting. Sponsor shall maintain books and financial records for the Project during the period of this Agreement. The Project’s revenue and expenses shall be separately classed in the books of Sponsor. Sponsor will provide reports reflecting revenue and expenses to the Project on a periodic basis. Grantee shall submit a full and complete report to Sponsor as of the end of Grantor’s annual accounting period within which any portion of this grant is received or spent. Subsequent reports, if any, shall be due not later than the anniversary date of the initial report. The report shall describe the charitable programs conducted by Grantee for the Project with the aid of this grant and the expenditures made with grant funds, and shall report on the Project’s compliance with the terms of this grant. 8. Base Administrative Support/Service Fees. An administrative charge of five percent 5%) of all amounts paid by cash or check to Sponsor on behalf of Project and seven percent (7%) of all amounts paid by credit card shall be deducted by Sponsor to defray Sponsor’s costs of administering the restricted fund and any grants herein. Such fees shall cover routine administrative expenses, e.g. bank fees, performance of accounting and bookkeeping maintenance, and issuance of donation letters, but will not cover specific donor-directed requirements and compliance measures required by any funding source, for example for audits or reporting more extensive and frequent reporting than required herein, which sums shall be borne by and charged against the Project account. The base fees provided for herein shall be deductible by Sponsor upon receipt of the monetary donations. 9. Governance. Authority to manage the programmatic activities of the Project is delegated to the Project Coordinator or her assigns, subject at all times to the ultimate direction and control of the Sponsor’s Board of Directors. 10. Fundraising. Grantee may solicit gifts, contributions, and grants, which are earmarked for the activities of the Project. All grant agreement pledges, or other commitments with funding sources to support the Project shall be executed by Sponsor. Sponsor shall be responsible for the processing and acknowledgment of monies received for the Project, Page 5 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters which shall be reported as the income of the Sponsor for both tax purposes and for purposes of Sponsor’s financial statements. Grants involving government or public agency monies may be subject to substantial reporting and auditing requirements; therefore, if the Project is awarded government or public agency grants, Grantee shall give timely notice to Sponsor’s CEO of the grant(s) and provide detail on the reporting and auditing requirements. The expense of such specialized reporting and/or audits requires shall be billable to the Project and shall be in addition to the administrative fees set forth in this Agreement. 11. Termination. Either party may terminate the agreement by giving 60 days written notice to the other party. If the Project will continue to exist but one of the parties desires to terminate the Sponsor’s fiscal sponsorship of the Project, the following terms and conditions shall apply: (a) Another non-profit corporation which is tax exempt under IRC Section 501(c)(3) and is not classified as a private foundation under Section 501(c)(3) must be willing and able to sponsor the Project (the “Successor”). (b)The Successor must be approved in writing by both parties by the end of the 60-day written notice. If the parties cannot agree on a Successor to sponsor the Project, Grantee 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 held by Sponsor for the Project, together with any other assets held or liabilities incurred by Sponsor in connection with the Project, shall be transferred to the Successor at the end of the notice period or any extension thereof, subject to the approval of any third parties (including funding sources) that may be required. If Grantee 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 which states that the new organization is exempt from federal tax under section 501(c)(3) of the Internal Revenue Code no later than the end of the notice period or any extension thereof. (c)If no Successor is found, the Sponsor may allocate the Project’s assets and liabilities in any manner consistent with applicable tax and charitable trust laws and other obligations. 12. Changes in Status. Grantee shall notify Sponsor immediately of any change in (a) Grantee’s legal or tax status; and (b) Grantee’s/Project’s executive or key staff responsible for achieving the grant purposes. 13. Political, Legislative and Litigation Exclusion. No Project funds shall be used in any attempt to influence legislation within the meaning of IRC §501(c)(3) nor shall Grantee use any portion of the funds granted hereunder 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 action inconsistent with or in contravention of IRC §501(c)(3). No Project/Grant funds shall be used for the purposes of mediation or Page 6 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters litigation. Grantee may request leave to engage in legislative advocacy involving funds provided by Sponsor, approval of which will not be unreasonably withheld. 14. No Agency. Nothing in this Agreement shall constitute, or be construed as constituting, the naming or authorization of Grantee as an agent or legal representative of Sponsor for any purpose whatsoever except as specifically and to the extent set forth herein. This Agreement shall not be deemed to create any relationship of agency, partnership, or joint venture between the parties hereto, and Grantee shall make no such representation to anyone. 15. Indemnification. Grantee hereby irrevocably and unconditionally agrees, to the full extent permitted by law, to defend, indemnify and hold harmless Sponsor, its officers, directors, trustees, employees, and agents, from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of Grantee/Project, its employees or agents, in applying for or in accepting the grant, in expending or applying the funds furnished pursuant to the grant or in carrying out the program or project to be funded or financed by the grant, except to the extent that such claims, liabilities, losses or expenses arise from or in connection with any act of the Sponsor, its officers, directors, trustees, employees, or agents. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed entirely within such State. 17. Alternative Dispute Resolution. Any disputes arising out of this Agreement shall first, before commencement of litigation or stipulation arbitration, be submitted to mediation before an independent third-party mediator, each party to pay mediator’s fees in equal shares. 18. Integration Clause. This Agreement shall supersede any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This agreement and the Project described in Attachment A attached hereto may not be amended or modified except as agreed in writing signed by both parties hereto. Page 7 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters 19. Warranty of Authority. By signing this Agreement, the Parties represent and warrant to one another that they have the authority to sign for and bind their respective principals. This Agreement executed this 21st day of April, 2017, at San Luis Obispo, California. SPONSOR: GRANTEE: Ecologistics, Inc. R.A.C.E. Matters By___________________________ By__________________________ Stacey G. Hunt Courtney Haile Chief Executive Officer Title: Founding Member Page 8 of 8 Sponsor: Ecologistics, Inc. Grantee: R.A.C.E. Matters ATTACHMENT A Project 1) Safe SLO Initiative. In partnership with Tranz Central Coast and other organizations, design and create decals that outwardly express inclusion of all people in SLO regardless of race, religion, country of origin, sexual orientation or gender identity. Decals will be distributed to businesses in SLO. 2) Create speaker’s bureau on diversity, issues. Be able to compensate our speakers for time preparing, gas, etc. 3) Ongoing workshops – printing costs, snack costs, funds to pay outside speakers.