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Internal Revenue Service regulations, the CVOC Board of Governors must retain final authority and <br />responsibility for determining distributions from the Fund. <br />7. Termination. This Agreement shall terminate when the objectives of the Program can no <br />longer reasonably be accomplished by CVOC. If the objectives of the Program can still be <br />accomplished, but either the City or CVOC desires to ternnate CVOC's fiscal sponsorship of the <br />Program, the following understandings shall apply. Upon such termination any unpaid expenses or <br />unsatisfied contractual obligations of the Program may be paid or reserved for payment out of the <br />Fund by CVOC. Either CVOC or the City maybe terminate this Agreement on 60 days' written <br />notice to the other party, so long as another nonprofit corporation, which is tax exempt under IRC <br />Section 501(c)(3) and is not classified as a private foundation under Section 509(a) (a Successor), is <br />willing and able to sponsor the Program and is approved by writing by both parties by the end of the <br />60 day period. If the parties cannot agree on a Successor to sponsor the Program, the City shall <br />have an additiona160 days to find a Successor willing and able to sponsor the Program. If a <br />Successor is found, the balance of assets in CVOC's restricted funds for the Program, together with <br />any other tangible and intangible assets held or liabilities incurred by CVOC in connection with the <br />Program, shall be transferred to the Successor at the end of the notice period or any extension <br />thereof, subject to the approval of any third parties that may be required. If the City has formed a <br />new organization qualified to be a Successor as set forth in this paragraph, such organization shall be <br />eligible to receive all such assets and liabilities so long as such organization has received a <br />determination letter from the Internal Revenue Service, including that such qualifications have been <br />met, no later than the end of the notice period or any extension thereof. If no Successor is found <br />within the 120 day period, CVOC may dispose of the Program's assets and liabilities in any manner <br />consistent with applicable tax and charitable trust laws, ensuring that the funds are used for a <br />purpose as similar as possible to those set forth in this Agreement. Either party to this Agreement <br />may terminate this Agreement, based upon a material breach of this Agreement by the other party, <br />by giving 30 days' written notice to the other party. <br />8. Conflict of Interest. CVOC covenants that it presently has no interests and shall not <br />have interests, direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. CVOC maintains other funds and is not working exclusively for <br />the City. CVOC retains the right to sponsor other Funds and Programs. <br />9. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (N1-30) <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />telefacsimile (714) 647-6956 <br />With courtesy copies to: <br />Executive Director <br />Parks, Recreation and Community Services <br />City of Santa Ana <br />CVOC Fiscal Sponsorship Agreement 3 <br />