CHARITABLE VENTURES OF ORANGE COUNTY (2) -2013

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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).