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HomeMy WebLinkAboutC-5259 - Grant Agreement FY 12-13, Newport Mesa Spirit RunGRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND NEWPORT -MESA SPIRIT RUN, INC. This Grant Agreement ( "Agreement ") is entered into this lIm day of 2012, by and between the City of Newport Beach, a California municipal corporation and Charter City ( "City "), and NEWPORT -MESA SPIRIT RUN, INC., a California nonprofit corporation located at 806 Bison Avenue, Newport Beach, CA 92660 ( "Grantee'). City and Grantee are at times individually referred to as "Party" and collectively as "Parties" herein. RECITALS A. It is the policy of the City Council that the City's budget specifically allows the City Council to direct revenue towards non - profit agencies, community groups, community events, or enhancement projects with worthy projects or programs which the City Council deems beneficial to resident's quality of life. B. Grantee requested a grant from the City for the Newport-Mesa Spirit Run ( "Grant Proposal "). C. The City Council determined the Grant Proposal is for a worthy project that will benefit the City's residents quality of life. D. The City Council approved a grant in the amount of Fourteen Thousand Dollars and 00/100 ($14,000.00) ( "Grant Funds ") to Grantee pursuant to certain conditions regarding expenditure, reporting, and accounting requirements. NOW, THEREFORE, the Parties agree as follows: 1. GRANT 1.1. City awards to Grantee Grant Funds in the amount of Fourteen Thousand Dollars and 00/100 ($14,000.00) as requested by Grantee in the Grant Proposal attached hereto as Exhibit A and incorporated herein by reference, or such other amount as authorized by the City Council. 1.2. Grant Funds shall be disbursed by City to Grantee as follows (select one): ❑ At the time of execution of this Agreement. 1�d On or before December 21, 2012. ❑ In four (4) equal installments on the following dates: (a) Click here to enter a date.(b) Click here to enter a date.(c)Click here to enter a date.; and (d)Click here to enter a date.. FMIIZIC7t11 The term of this Agreement shall commence on the date first written above ( "Effective Date ") and shall continue in full force and effect until June 30, 2013, unless terminated earlier as provided herein. 3. RESTRICTIONS ON USE OF FUNDS 3.1. The Grant Funds are subject to the following expenditure conditions ( "Approved Uses "): 3.1.1. The Grant Funds shall be expended solely for the purposes provided in Exhibit A; 3.1.2. The Grant Funds shall not be used for any activity that would violate City, state or federal statutory or decisional law such as regulations affecting non - profit or tax exempt organizations exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code; and 3.2. Grantee further warrants to City that the Grant Funds will be spent solely for the Approved Uses and the Grant Funds shall be used by Grantee during this Agreement's term otherwise the Grant Funds shall be returned to City, as provided in Section 5 below. 4. REPORTING AND ACCOUNTING REQUIREMENTS 4.1. At all times during the term of this Agreement, Grantee shall maintain true, proper, and complete books, records, and accounts (collectively, "Books and Records ") in which shall be entered fully and accurately all transactions taken with respect to the operations of Grantee under the Grant Proposal and the expenditure of the Grant Funds. Grantee shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles. 4.2. If the Grantee has been audited by an independent auditor or has been the subject of a compliance audit/examination by a grantee or regulatory agency during the past three years, audit reports and management letters indicating compliance violations, fraud, illegal acts, material weaknesses in internal control structure or reportable conditions, in connection with such audits shall be delivered to the City thirty (30) days prior to the effective date of this agreement. If no audits or events as described above have occurred during this period, the Grantee shall provide City a written assertion that no audits or similar examinations have occurred during the three (3) year period and an assertion that the Grantee is not aware of any events or conditions, described above, or other information that might reasonable impact City's decision to fund the grant as requested. 4.3. City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee's accounting procedures and internal controls of Grantee's financial systems as they relate to the Grant Proposal and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any Newport-Mesa Spirit Run, Inc. Page 2 items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s). 4.4. This right to audit shall extend during the length of this Agreement and for a period of three (3) years or longer, if required by law, following the date of any Grant Funds tendered under this Agreement. Grantee agrees to retain all necessary records /documentation for the entire length of this audit period. 4.5. Grantee shall, upon conclusion of the event, furnish the City with a Balance Sheet and Income Statement describing the receipt and disbursement activities of Grantee with respect to the Grant Funds. In its sole and absolute discretion the City may also require Grantee to submit: (1) quarterly check registers and descriptions of each disbursement; (ii) budget -to- actual - results; and (iii) a statement of position describing the assets and liabilities associated with the Grant event. All reports, including a post -event evaluation, shall be due to the City no later than forty -five (45) days following the conclusion of the event. In the event that an independent audit is conducted, Grantee shall forward a copy of the audited report tot eh City for review, including any Management Letter, Report on Internal Controls, or Reportable Conditions letter generated during the course of the audit. 4.6. Grantee agrees to exercise prudent financial management processes including proper oversight of all assets, budget preparation, and timely reporting including budget -to- actual- comparisons. 4.7. All Approved Uses shall be performed by Grantee or under Grantee's supervision. Grantee represents that it possesses the professional and technical skills required to perform the services required by this Agreement, and that it will perform all services with a standard of care and in a manner commensurate with the community professional standards. 4.8. If Grantee has supported Political Action Committees(s) (PACs) during the past three (3) years, the Grantee shall hire an independent auditor to perform limited, agreed -upon testwork procedures to provide City assurance that City sponsored event profits did not subsidize the funding of Political Action Committees (PACs) and event proceeds were adequately segregated from funds used to support PACs. Agreed upon procedures may include a review of a detail list of the past three (3) years of PAC contributions and expenditures, including: a. An identifying donor number, date and amount of each reported contribution; and b. A detail of expenditures sufficient enough to determine that the expenditures were solely for. PAC- related expenses; and c. Any retained earnings or fund balance at the end of each fiscal year. Substantive documentation for the contribution and expenditure should be available upon request. City shall approve the agreed -upon testwork procedures prior to the commencement of fieldwork. Newport-Mesa Spirit Run, Inc. Page 3 5. USE OF GRANT FUNDS The Grant Funds shall be used solely by Grantee for the Approved Uses and for no other use, including but not limited to political activity in support of a PAC. In the event that the Grant Funds are not used for the Approved Uses, Grantee shall notify the City in writing, and shall be obligated to return the Grant Funds in full to the City within ten (10) days. If the Grant funds are not expended by or before June 30, 2013, Grantee shall notify the City in writing and shall be obligated to return the unexpended Grant funds to the City within thirty (30) days. 6. INDEMNIFICATION 6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to this Agreement (including the negligent and /or willful acts, errors and /or omissions of Grantee, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). 6.2. Notwithstanding the foregoing, nothing herein shall be construed to require Grantee to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Grantee. 7. GRANTEE INDEPENDENCE In the performance of this Agreement, the Grantee, and the agents and employees of Grantee, shall act in an independent capacity and are not officers, employees or agents of the City. The manner and means of performing the Approved Uses are under the control of Grantee, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Grantee or any of Grantee's employees or agents, to be the agents or employees of City. Grantee shall have the responsibility for and control over the means of performing the Approved Uses, provided that Grantee is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Grantee as to the details of the performance or to exercise a measure of control over Grantee shall mean only that Grantee shall follow the desires of City with respect to the results of the Approved Uses. Newport-Mesa Spirit Run, Inc. Page 4 8. PROHIBITION AGAINST TRANSFERS Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of the services to be performed under this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without written consent of City shall be null and void. 9. NOTICES 9.1. All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, first class mail, addressed as hereinafter provided. 9.2. All notices, demands, requests or approvals from Grantee to City shall be addressed to the City at: City Manager Special Event Grant Funding City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92658 -8915 Phone: (949) 644 -3000; Fax: (949) 644 -3020 9.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Diane Daruty Newport-Mesa Spirit Run, Inc. 806 Bison Avenue Newport Beach, CA 92660 Phone: 949 - 644 -6317 Email: dianedaruty @sbcglobal.net 10.TERMINATION 10.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses to perform any duty required by the Agreement or performs in a manner inconsistent with the terms, conditions and restrictions in this Agreement. In such event, City shall give Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall be entitled to terminate this Agreement if Grantee has not cured the default within the thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement if the default cannot be cured through corrective action. If terminated for cause, Grant Funds shall be returned to the City pursuant to Section 5. This Agreement is made on an annual basis, and as such is subject to non - renewal at its termination. 10.2. Termination without Cause. City may terminate this Agreement at anytime with or without cause upon seven (7) days written notice to Grantee, any remaining Newport-Mesa Spirit Run, Inc. Page 5 Grant Funds in Grantee's possession at the time of termination shall be returned to City pursuant to Section 5. 10.3. Specific Performance. Grantee agrees that the City has the legal right, and all necessary conditions have been satisfied, to specifically enforce Grantee's obligations pursuant to this Agreement. 11. STANDARD PROVISIONS 11.1. Compliance With all Laws. Grantee shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 11.2. Waiver. A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 11.3. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 11.4. Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Grant Proposal or any other attachments attached hereto, the terms of this Agreement shall govern. 11.5. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 11.6. Amendments. This Agreement may be modified or amended only by a written document executed by both Grantee and City and approved as to form by the City Attorney. 11.7. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11.8. Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 11.9. Equal Opportunity Employment. Grantee represents that it is an equal opportunity employer and it shall not discriminate against any contractor, employee or Newport-Mesa Spirit Run, Inc. Page 6 applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 11.10. No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 11.11. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Newport-Mesa Spirit Run, Inc. Page 7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: .7130 L Aaron C.Harp City Attorney30 ATTEST: Date: By:1 Leilani I. Brown City Clerk - C Attachment: Exhibit A: Grant Proposal CITY OF NEWPORT BEACH, A California municipal corporation Date: lo1 z 1 1'L. By: Dave iff City Manager GRANTEE: Newport -Mesa Spirit Run, Inc., a California nonprofit corporation Date: 1 /( // " --- By: 2- Diane Daruty President Date: L By: ` C Name:-F*-1—j7c kpbfc �2 Title: Q,.v [END OF SIGNATURES] Newport -Mesa Spirit Run, Inc. Page 8 Exhibit A m m � r m m � ® ® m � � • m® m Section One — Applicant/Event Information (5 pages maximum,•not Including attachments) Name of Applicant Organization: Newport-Mesa Spirit Run, Inc. Applicant Representative Contact Information: First Name Diane LastName Daruty Full Address 866 Bison Avenue, Newport Beach, CA 92660 Phone,(949) 644- 6317(hom ) Email , dianedaruty @sbcglobal.net 949 322-7949(cell) Type of Entity: Nonprofit public benefit corporatiorr Corpora tiori LLC LLP Sole Proprietor Other Name,of Event:_ Newport -Mesa Spirit Run, ` Event Date(s): A Sunday in March each year, likely the 1 st or second Sunday Is this an annual event? Yes [No ' Type of Event: Road race event with a Youth and Fitness Expo. Art/Culture Sports %R Commercial Social Community Special Interest Other Event: locatlon /venue: .Event race courses. are in and, around_ Fashion- Island; 6po in Regal Cinema (Edwards - Big Newport)cparking lot.' Z. Are you anticipating any road closures? If so describe waste minimization and clean -up plan for public spaces /roads. Newport—Mesa Spirit Run will provide trash receptacles at the start and finish lines, on the course and at the expo. It will have recyclable containers to use for plastic waste available next to the regular trash cans to encourage re- cycling. Ware trash disposal company will be assisting by providing the necessary containers for trash vs recycling and will provide a post race diversion report. Is there a fee to enter the event for the general public? Describe what, if any, portion of the event is FREE to the public. Generally there are fees to enter the races.and to purchase some food and items in the Youth & Fitness expo. However, Newport-Mesa Spirit Run provides free entries to economically challenged students in the Newport-Mesa Unified School District who qualify and submit -our "scholarship application," and to other children on case -by -case basis. Most activities, entertainment, and food in the Youth & Fitness Expo'are FREE to participants and spectators Further, the general public is invited to watch and cheer on participants in the twelve exciting races free of charge. Description of Event: The 30th Annual Spirit Run is a road race event promoting fitness, family, community, and education. The event consists of three adult races (15k, 10k, and 5k), nine youth races (Youth 5k, seven 1/4- 1 -mile races, and a Toddler Trot), and a Fitness and Youth Expo. The Expo is located in the parking lot of Edward's Big Newport and all races are run within Fashion Island. The Expo showcases products and services of community busi nesses. The City's "Camp Newport Expo" conducts demonstrations and activities. The Expo also offers breakfast and other food, bungee jumping, rock climbing, and other youth activities, shopping, massage, and more. Finally, sponsors and vendors, including doctors, dentists, physical therapists, etc., present health and fitness information. I addition to the event, Newport-Mesa Spirit Run, Inc. conducts a free, four month training program to prepare student for Spirit Run and the Newport Beach track meet at one public school, and has helped establish and assists running programs at other schools. Finally, Spirit Run donates its net proceeds to Newport-Mesa Unified Schools to benefit supplemental educational programs. It is estimated that over 29 years, well over $1,500,000 has been donated. Summarize- applicant's prior eveiit,experience (1/2 page maximum): Diane Daruty is an attorneyand a ertifed Public Accountant who retired in 2001 to raise her children: She is a competitive road race competitor,in er age.group. Also;'since 2005, she has- been operating and /or assisting youth running programs in Newpbrt -Mesa istrict schools, including, a new program she recently started i-6 2012, at Whittier Elementary, one of th'e distr'ict's lea affluent schools. Ms. Daruty's business experience,_passion'forrunning, and familiarity with youth running_ and road -ace events provide the necessary skill set to manage Spirit Run. "Ms. D'aruty has been working with`-S'pirit Run since 005,.and has managed it since 2007 ,Her- duties have included, among other things, sponsor recruitment and. servi` ublic relations, and managing event advertising and marketing tne:Spirit Run volunteer.Board of Directors;- and'all _ aid consultants .She delegates permitting and race day logistics to Book That Event, an event planning firm Ahat - has'decades of road7race mans eme"rit'ez erience ; arUcul`a'BI , in' New ort Beach. • If the Applicant conducts similar events elsewhere, please provide details including: where, when, safety issues, and if applicable, why the event left its pervious location (1 page maximum): of applicable Amount of cash;r1u 0ed` ,$59,000 (just fess.than 25 % 'of projected. expenses) How will the requested funds be used? To offset expenses so as to maximize the amount of net proceeds to distribute to benefit fitness and education of local students. Does the applicant'hold IP. rights ?' . , Yes" No noEyet; will license l Is there a contract with an Event Organizer? Yes No Contact information for Event :Organizer: Book That Event -.Jodi Book,and Lisa §dolman - bodkthatevent.com Lisa Scolman 760- 420 -2021 lisa @bookthatevenf.com, Jodi Book 714 - 656 -3426 jodi @bookthatevent.com The City's support should represent no more than 25% of the total event Yes No budget. Volunteer hours may not be counted toward the total event budget, but the value of in -kind goods and services may be counted. Does your request meet this criterion? The City's support must be used for the implementation of an actual Yes No special event. (i.e. event execution, not planning the event. Does your V request meet this criterion? The request for City support must include a list of other City entities or Yes No groups and private sponsors from whom the applicant is seeking financial J support. Are you seeking support from other sponsors? (If yes, attach list) ng. )go Section Two — Comnjunity Component (5 pages maximum) Considering the City of Newport Beach's criteria for evaluating requests for financial support, specifically; 1. The event should advance the City of Newport Beach as an exciting place to live, work, play learn, and visit. 2. The event should give Newport Beach residents and businesses a sense of civic pride and ownership. 3. The event not always be free of charge, but should be accessible to the community /public. 4. If the event is charitable in nature, it should benefit a local Newport Beach or Orange County —based charitable organization. Please provide a brief narrative describing how the event enhances, serves, involves, benefits, and or promotes a sense of community for the residents of Newport Beach. (50 points, 5 pages maximum) Section Threew Economic:im aot _and S .onsocshi Pro osal °:(10 pages maxl'mr;m) 1. Please provide and breakdown the expected attendance between Newport Beach residents, Orange County residents, and attendees from outside the local area. The event should increase the number of people who would normally come into the city at that time thereby providing potential benefit to local businesses. Events that bring in new money and result in people staying overnight in Newport Beach are highly desirable. 2. Also, please provide the expected overnight accommodations (rooms) for Newport Beach hotels. 3. The Applicant must demonstrate the ability to produce and market a well - planned and safe event. Please provide your Event Business Plan, summarize. (1 page maximum) 4. The Applicant must demonstrate strong financial management and effective management controls over the event, including cost effectiveness. Successful applicants must agree to provide the event's financial statements and allow the City to conduct its own review of them, if desired. Please provide your Event Budget (2 pages maximum) 5. Please provide your Marketing and Promotional Plan (1 page maximum) 6. Please provide any data you have regarding the Economic Impact of your event for the City of Newport Beach. 7. Please provide a detailed proposal for the City of Newport Beach, including how the event will positively promote Newport Beach and, if applicable, what sponsorship level your request falls within and what that level includes (such as banners, logo placement, branding, etc.) (3 pages maximum) r3 ._ -"rjP 1 RiTS M1UM �tN 30th Annual Newport -Mesa Spirit Run 2013 Sponsor Target List A Snail's Pace Athleta Canaletto Ristorante Veneto Daily Pilot Daruty Family Dick's Sporting Goods Dr. Starnes Orthodontics Fashion Island Fletcher Jones Motor Cars Gold Arrow Hoag Hospital KABC Talk Radio Kohl's Newport Orthodontics and Children's Dentistry Pension Benefits Unlimited 'lum's Cafe Ralph's Regal Cinemas Rotary Club Newport Balboa Spa Gregorie's Surfside Sports Surterre Properties Toy Boat Toy Boat Toy Boat Yard House Restaurant Yosemite Sierra Summer Camp Newport-Mesa Spirit Run, Inc., a California nonprofit public benefit corporation— www.nmspiritrun.or2 info@nmspiritrun.oro, P.O. Box 7241, Newport Beach, CA 92658 jsp.rfi'I.TT 30th Annual Newport-Mesa Spirit Run 2013 Community Component Basic Event Facts Including Event Purpose and Benefits: The 30th Annual Spirit Run will take place on a Sunday in March, 2013. Spirit Run is a fabulous road race event promoting fitness, family, community, and education. The event consists of three adult races (151, 10k, and 5k), nine youth races (Youth 5k, seven 1/4 to 1 -mile races, and a Toddler Trot), and a Youth and Fitness Expo. The start and finish lines and Expo are located in or adjacent to the Edwards Big Newport parking lot on Newport Center Drive, and all the races are run within Fashion Island. The Expo showcases products and services of community businesses. Representatives from the City of Newport Beach's "Camp Newport Expo" conduct demonstrations and activities. The Expo also offers a pancake breakfast and other food, bungee jumping, rock climbing, massage, shopping, and more. Sponsors and vendors, including doctors, dentists, physical therapists, etc., present health and fitness information. While offering all of this fitness and fun, the event has another valuable cause — public education. Spirit Run contributes its net proceeds to supplemental educational programs in the Newport-Mesa Unified School District ( NMUSD) including art, music, physical education, technology, and more. It is estimated that Spirit Run has generated well over $1,500,000 for such programs. Also, Spirit Run provides free entries and bus transportation to underprivileged NMUSD students. Spirit Run Instills Civic Pride and Ownership and Helps Set Newport Beach Apart: Over the last 29 years, hundreds of Newport Beach parent volunteers have dedicated innumerable hours to organize and operate Spirit Run. Further, roughly 60,000 times a Newport Beach resident has crossed the finish line while residents cheered them on. Consequently, countless families whose children attended Newport Beach public schools during the past 29 years are not only Spirit Run fans, but they feel ownership of the event. Spirit Run has a long and prestigious list of local business sponsors including Fletcher Jones Motorcars, Hoag Hospital, Irvine Apartment Communities, Fashion Island, Ralphs, Wells Fargo, Allergan Foundation, Ruby's Diner, Spa Gregorie's, Surterre Properties, Dick's Sporting Goods, Road Runner Sports, Regal Cinemas, Athleta, and many others. These businesses have kept Spirit Run alive with their monetary and promotional support. In return, they generated goodwill in the community and received advertising and marketing benefits. In addition to business sponsors, Spirit Run has support from its community partners including the NMUSD, the City of Newport Beach Recreation Department, the Rotary Club of Newport Balboa, the Newport Harbor Exchange Club, and other nonprofit running events. Spirit Run collaborates with these community partners to cross market and otherwise support one another's events and goals. Working together, these individuals, businesses, and other organizations have made Spirit Run a model of an event that "gives Newport Beach residents and businesses a sense of civic pride and ownership." Newport-Mesa Spirit Run, Inc., a California nonprofit public benefit corporation — www.nmsoiritrun.or-, infu@nmspiritrun.orre, P.O. Box 7241, Newport Beach, CA 92658 What's more, Spirit Run's unique family and community feel, competitiveness of its races, and fabulous prizes and. expo set it apart from other road races demonstrating why Newport Beach is "an exciting place to live, work, and visit." World -class athletes recognize this fact and regularly participate. Olympic Silver Medalist Julie Swail Ertel competes. For over a decade, Steve Scott, Olympian and World Record Holder for the most sub -4 minute miles, travels from San Diego to lead every youth mile race. Members of the University of California Irvine Cross - Country and Track Team lead the Youth 5k race. Finally, top Orange County running clubs choose Spirit Run over a pool of many events as their club race of the month. Indeed, one of them, A Snail's Pace, was so impressed with Spirit Run and its contributions to youth fitness and education that it became a sponsor in 2012. Spirit Run Increases the Number of People Coming to Newport Beach: The tremendous depth and competitiveness of Spirit Run's races attracts upwards of 2,500 adults and children from throughout Southern California every year. For example, roughly 75% of the top 100 finishers in the Youth 5k travel from outside Newport Beach. Obviously, parents or other adults accompanied them, many of whom also competed in a Spirit Run race. These out of town visitors spend money at the Expo and often spend money at local businesses after the event. Also, as discussed above, the top Orange County running clubs with members throughout Orange County attend Spirit Run as their club race of the month. Spirit Run Provides Complimentary Entries and Bus Transportation for Underprivileged Children: One of Spirit Run's goals is promoting fitness, particularly in children. To reach as many children as possible, as in prior years, in 2013, Spirit Run will give free entries to any economically challenged NMUSD students, and to other children on a case -by -case basis. Also, spectators can attend and enjoy themselves for free by watching the twelve exciting races and visiting the Expo! Spirit Run has Strong, Cost - Effective Management and is a Well - Planned Event: The 30th Annual Spirit Run will be presented by Newport-Mesa Spirit Run, Inc- ("NM Spirit Run "), a nonprofit public benefit corporation (501(c)(3) application pending). NM Spirit Run's management team consists of Newport Beach residents who have worked on the event since 2005. Under their management, expenses decreased roughly 25 %, and sponsorship revenues have been higher and the expo more profitable than in the previous decade. Moreover, they have formed strong working relationships with the NMUSD, the City of Newport Beach's Recreation Department, the Rotary Club of Newport Balboa, the Newport Harbor Exchange, and other nonprofit running events. Their collaborative efforts with the NMUSD have allowed Spirit Run to reduce or avoid expenses, and those with nonprofit running events have saved advertising expense through cross - marketing. Their working relationship with the City will continually increase registration revenue as the City promotes attendance at its Camp Newport Expo at Spirit Run and registration in Spirit Run's and the City's dual running event "Twice the Fun." Likewise, Spirit Run anticipates that its work with the Rotary and the Newport Harbor Exchange will help increase both sponsorship and registration as these nonprofits promote Spirit Run and its mission within their ranks and beyond. All of these efforts by NM Spirit Run's management team have resulted in one thing - -- more money donated to Newport Beach schools. Everyone on NM Spirit Run's Board of Directors and management team donates their time. Management is responsible for all aspects of the event, except for City and Health Department permits and race day logistics which they delegate to paid consultants. The management team's duties include, among other things, sponsor recruitment and servicing, public relations, developing online and paper registration, purchasing medals, prizes, and t- shirts, budgeting, accounting, and managing all print and intemet advertising/marketing. Spirit Run has no office or physical assets except for banners and signs for race day. All of this free labor and low overhead means one thing - -- more money donated to schools. NM Spirit Run's paid consultants who manage permitting and race day logistics have worked in race management, and Spirit Run in particular, for decades. They are keenly aware of City and other requirements and how to present a well -run, safe event. Spirit Run Collaborates with the City of Newport Beach Recreation Department Spirit Run has been working with the City of Newport Recreation Department for several years. Beginning in 2009, Spirit Run collaborated with Sean Levin and others to also promote the Newport Beach Track Meet by creating a dual event registration category within the Spirit Run package. This collaboration was responsible, at least in part, for hundreds more children attending the City's Track Meet. Further, Spirit Run collaborated with Matt Lohr and others to bring the Camp Newport Expo to Spirit Run 2010, 2011, and 2012. We are told that the Camp Newport vendors were extremely pleased with the event every year and are anxious to attend Spirit Run 2013. Please see letter from Sean Levin concerning this collaboration. Spirit Run Sponsorship Would Provide the City of Newport Beach Many Benefits Depending on the dollar amount and timing of its donation, the City's donation would entitle it to: 1. Sponsorship status entitling the City to many marketing and advertising benefits including, among others, the City logo on event brochures, post cards, posters, newspaper advertisements, specialty magazines, t- shirts, the Spirit Run website, Spirit Run email blasts, and race day banners. The City would also receive mentions in press releases and Public Service Announcements relating to Spirit Run. All of these benefits are set forth in the Spirit Run Sponsorship Document presented as part of this support application. 2. Expo space for the City's Camp Newport Expo. Spirit Run sells its expo booth space for anywhere from $400 to $1,500 for a 10x10 space. Because it requires multiple booth spaces, the Camp Newport Expo space is valued at $5,000 or more. 3. Additional advertising and marketing over and above the benefits the City could receive as a sponsor (see first bullet). These additional benefits include, among other things, the creation, printing, payment for, and distribution of two additional pages in the event brochure. 4. Advertising and marketing of the City track meet. Spirit Run does this through traditional running industry methods. Further, because the NMUSD is its beneficiary, Spirit Run is in the unique position of being able to market directly to NMUSD students and families at the district level and the school level. For 2012, this included direct access to 17 NMUSD schools. 5. Promotion of and training for the City track meet to students in rurming programs that Spirit Run conducts and assists at NMUSD elementary schools. 6. Collection of track meet registrations and payments, and transmission of a database summarizing relevant registrant information. , i I RECREATION & SENIOR SERVICES February 13, 2012 Special Events Committee, I am writing this letter to share the continued positive i ngpacts the partnership with the Spirit Run has had on our City of Newport Beach Youth Track Meet and Summer Camp Expo. The City and Spirit Run, under the leadership of Diane Daruty, partnered in 2009 and combined efforts to host the annual City of Newport Beach Youth Track and Field Championships. Historically, the City track meet drew 150 youth participants. In 2009 joint marketing efforts and. conununity outreach with the Spirit Run boosted attendance to 300 participants! The 2010 track meet broke the 300 barrier with increased participation continuhrg. The Camp Newport Expo is held annually in the spring to allow parents and kids the opportunity to preview sununer canpp offerings and speak directly with day camp providers. Prior to 2010 the event was held at Newport Coast Couuuunity Center and was attended by approximately 600 persons. In 2010 the City partnered with Spirit run to have the Expo as part of the Spirit Run. The partnership resulted in attendance of 7,000 persons,, a majority of which are Newport -Mesa residents. This exponentially increased our marketing efforts for Sununer Camp. The Spirit Run has been and continues to be a great partner with the City and is an important fundraiser for our local schools. Sincerely, Sean eviZ'i4� Recreation te ndent 3300 NewporL Boulevard - Post OI'lice Box 1768 - Newport Beach, Callrornia 92658 -8915 Telephone: (949) 644 -3151 • Fax: (949) 644 -3155 • www.cIty.newport- beach.ca.us n Oth Annual „p • rt-Mesa Spirit Run 2011 Requested Economic Impact Data Newport Beach Residents Orange County Residents Non Orange County Residents 1,200 2,500 500 Hotel Stays in Newport Beach The majority of non - Orange County residents come from nearby counties including Los Angeles, Riverside, San Bernardino, and San Diego counties. However, some of these registrants come from central California and other states. Therefore, it is likely that at least a dozen overnight hotel stays are generated. Profit Distribution in the Newport-Mesa Unified School District As discussed in other portions of this application, over the last 28 years, Spirit Run has distributed well in access of $1.5 million dollars to schools in the Newport-Mesa Unified School District (NMUSD), with the vast majority of these distributions benefitting Newport Beach schools. Further, as opposed to offering five Newport Beach elementary schools a net proceeds share as it had the first 27 years, beginning in 2011, Spirit Run began offering any NMUSD school, elementary, middle, or high, the opportunity to share in event net proceeds. For the 2012 event, 10 Newport Beach schools are participating in and will benefit from event net proceeds including: Corona del Mar Middle School Corona del Mar High School Eastbluff Elementary School Ensign Intermediate School Harbor View Elementary School Mariners Elementary School Newport Coast Elementary School Newport Elementary School Newport Harbor High School Newport Heights Elementary School This increase in Newport school participation has and will continue to result in the increase in participation, and benefit to the public education of, even more Newport Beach residents. Indeed, we expect the number of Newport Beach schools participating in the 2013 event to be even more than in 2012. Newport-Mesa Spirit Run, Inc., a California nonprofit public benefit corporation- www.nmsoiritrun.ore info&mspirin'un.ore, P.O. Box 7241, Newport Beach, CA 92658 r� UN *' 30th Annual Newport-Mesa Sprit Run 2013 Business Plan Event Goals, Objectives, and Strategies Newport-Mesa Spirit Run, Inc. ( "NM Spirit Run ") is a nonprofit benefit corporation formed by a volunteer Board of Directors from a broad spectrum of schools in the Newport-Mesa Unified School District ( NMUSD). NM Spirit Run's corporate mission is threefold: (1) to present Spirit Run, a family and community road race event promoting childhood fitness; (2) to provide scholarship (i.e., complimentary race entries) to children who are financially unable to pay; and (3) to contribute a share of net proceeds to any NMUSD school demonstrating commitment to NM Spirit Run's mission. NM Spirit Run's main revenue sources are sponsorship, registration, and expo booth sales. After thirty years, Spirit Run has a well- established system for resigning prior sponsors and recruiting new ones and consistently raises $50,000 to $80,000 in sponsorships. Likewise, NM Spirit Run easily fills its event day expo vith sponsors and returning vendors, including the City of Newport Beach's Camp Newport Expo. Therefore, NM Spirit Run's major marketing and advertising focus is on generating registration revenue. To generate registration revenue, NM Spirit Run's objective is to position Spirit Run in the forefront of the Orange County community with special emphasis in the Newport-Mesa area. More specifically, NM Spirit Run positions Spirit Run before media outlets targeting children, youth track clubs, adult track clubs, other adult runners, and people seeking family friendly events. NM Spirit Run also reaches out directly to hundreds of Southern California youth and adult track clubs, and promotes Spirit Run extensively in NMUSD outlets at the district and individual school levels. Finally, NM Spirit Run partners and cross - markets with various other nonprofit organizations including the Rotary Club of Newport Balboa, the Newport Harbor Exchange Club, the Costa Mesa Community Run, and the Brea 8k. Please see NM Spirit Run's Marketing and Promotion Plan for more specific information about how NM Spirit Run executes its plan and the cost thereof. NM Spirit Run is very effective at controlling costs. NM Spirit Run's dedicated volunteer Board of Directors is responsible for all aspects of organizing and operating the event, aside from permitting and race day logistics. This substantially reduces the cost of the event. Moreover, as it is able, NMUSD incurs or reduces some of Spirit Run's expenses (e.g., signage, printing, etc.) so as to maximize the net proceeds it will receive as beneficiary. Newport-Mesa Spirit Run, Inc., a California nonprofit public benefit corporation — www.nnispiritrun.org info@mnspiriavn.or,,, P.O. Box 7241, Newport Beach, CA 92658 > �:2CJP�IRIT° tt,„, tiUN''vs. 30th Annual Newport -Mesa Spirit Run 2013 Marketing and Promotional Plan Newport-Mesa Spirit Run, Inc.'s ( "NM Spirit Run's ") management team is responsible for its Marketing and Promotional Plan. NM Spirit Run's objective is to position Spirit Run in the forefront of the Orange County community with special emphasis in the Newport-Mesa area. The target markets include: (1) students, families, and friends of Newport-Mesa Unified School District ( "NMUSD ") schools; (2) Southern California youth and adult running clubs; (3) other nonprofits; (4) other people interested in running and/or family and youth friendly events. NM Spirit Run will market, advertise, and promote Spirit Run as follows: 1. Distribute Print Materials From December, 2012 through the event, NM Spirit Run will distribute event post cards, brochures, and posters by: (1) direct mail to prior participants and youth running clubs; (2) email and hard copy to NMUSD schools; (3) placement at other local running events; and (4) placement of posters and brochures at local shopping outlets, community centers, schools, etc. 2. Website and Email Blasts NM Spirit Run's website is www.runspiritrun.org. It contains event information and access to registration. The website will begin providing information in the fall, 2012 with constant updates until the event. Also, beginning in December 2012, NM Spirit Run will send email blasts to prior participants with event updates to encourage registration. 3. Social Media Spirit Run is on Facebook and Twitter. Throughout the year Spirit Run posts messages with a particular emphasis the two months before the event. 4. Advertising in Daily Pilot and Other Local Newspapers and Magazines Leveraging the charitable component of the event, NM Spirit Run will secure no cost or reduced cost advertising space in the Daily Pilot and other outlets as it is able. These efforts will continue through April, 2013. 5. Advertising in Specialty Magazines and On Line Outlets NM Spirit Run will purchase advertising space in Race Place, the premier running industry publication, both in print and on line. Also, as part of its on line registration contract, Spirit Run is advertised through Active.com. 6. City and School Banners In January 2013, NM Spirit Run will secure placement of event banners in key City locations and at NMUSD's district offices and schools. 7. Press Release and Local Media Editorial Pitching In January 2013, NM Spirit Run will write and distribute a press release to media outlets, and continually pitch story ideas to secure coverage. 8. Radio and Television Promotion NM Spirit Run will obtain in -kind sponsorships with television and radio outlets that will issue public service announcements and run radio spots about the event. Also, in the weeks before the event sponsors will issue "tag lines" to their radio advertisements about Spirit Run. 9. Appearance on Website and in Emails for the NMUSD In December 2012, NM Spirit Run will secure appearance of its brochure and other marketing materials on the NMUSD website and individual school websites, and will send email blasts to NMUSD families about the event and encouraging registration. 10. Sponsor Advertising As it procures sponsorship, NM Spirit Run seeks promotion through its sponsors on sponsor websites, email blasts, and as part of other sponsor advertising. 11. Cross - Marketing and Partnership with Other Nonprofits NM Spirit Run trades marketing through email blasts and print material placement with other nonprofit running events. It also works with nonprofits such as the Rotary Club of Newport Balboa and the Newport Harbor Exchange Club to promote registration and sponsorship. Newport-Mesa Spirit Run, Inc., a California nonprofit public benefit corporation — www.nmspiritrun.ore info(@nmspiritrun.org, P.O. Box 7241, Newport Beach, CA 92658 Newport -Mesa Spirit Run 2013 Projected Revenues and Expenses (Items including any In -Kind donations are highlighted) Revenues Expo revenues Registration Fees Sponsors (cash) Sponsors (in kind) Total projected revenues Expenses (major categories) City of Newport Beach Promotion /Marketing Race Day expenses Race Management/Timing Consultants T- shirts Medals Prizes and family sponsor incentives Corporate salaries Other Overhead Total projected expenses Projected 2013 6,500 75,000 58,400 1,26,700 266,600 13,000 42,000 36,000 30,000 12,000 4,500 15,000 75iboo 10,000 237,500 Revenues less Expenses 29,100 (Projected amount (less small reserve for 2014 event) to be donated to Newport-Mesa Schools. Revenue & Expense Categories - (amounts based on latest actuals as modified as discussed below) Revenues Expo Revenues - projected fees paid by sponsors and other vendors for a booth at the Spirit Run event day Expo in the Big Newport Cinema parking lot adjacent to the start/finish line (2012 event actual as of 2/15/12). Registration Revenues - projected fees paid by registrants to participate in a Spirit Run race (based on estimate of 3000 participants at an average price of $25 with prices ranging from $20445). Sponsor (cash) - money paid by sponsors in return for marketing, advertising, and other benefits that the event provides them (does not include money, if any, to be donated by City) Sponsor (in -kind) - non -cash donations of products or services in return for marketing, advertising, and other benefits that the event provides, (if sponsors). Value of in -kind sponsorship reflected as expenses below and includes $15,000 in prizes, $3,500 in gift cards for family sponsor incentives and other expenses, $5,000 for rentals, $28,200 in print and radio advertisments and other benefits, and $75,000 in corporate salaries. Expenses City of Newport Beach - fees and permits for police, fire, city staff (estimate based on 2011 plus a less than 5% increase to be conservative) Promotion /Marketing - amounts paid to promote the event as (1) printing brochures, posters, and postcards including the associated graphics, mailing and delivery costs; (2) graphics and placement fees for advertisements in the Daily Pilot, Independent, Race Place, and other community events and publications; and (3) Spirit Run website and email blasts including the associated graphics; and (4) radio spots and plugs, etc. $42,000 includes $28,200 in -kind donations (print/radio advertisements $25,000, Fashion Island advertising $2,500, radio tag by Fletcher Jones $700.) Race Day Expenses - amounts paid to vendors to run race day including the cost of (1) land use rental for Expo (donated by sponsor); (2) equipment rentals (e.g. restroom rentals, fencing, audio equipment, tables, pop -ups, linens, generators, and other expo equipment, etc.); (3) entertainment and other appearances (e.g., announcer, band, etc.); (3) security and medical personnel; and (4) disposal service. Race Management Consultants - based on latest contract with consultants plus small increase. Consultants permit event with City and Health Department, manage event day logistics, and recruit and manage event day volunteers. Amount also includes payment to timing contractor which is based on 3000 participants. T -shirts - amounts paid for registrant and volunteer t -shirts including graphic design costs, based on 3000 registrants. Medals - amounts paid for youth finisher medals (approximately 2,500) and winners medals (i.e. 1st -3rd each race division) (approximately 250). Prizes and Family Sponsor Incentives - value of prizes awarded to "winners" in each race (almost 150 winners) and gift cards for shopping and dining donated by sponsors and used as incentives for event family sponsorship program. Corporate Salaries represent the donated value of services by CEO and CFO. Note that both individuals, in addition to the traditional CEO and CFO roles, also provide PR, Marketing, Administrative, etc., and all aspects of race management except for permitting and race day logistics that they delegate to the race management consultant and timing company. Other Overhead - amounts paid for other administrative expenses including banking, postage, insurance, and legal fees. Amount based on latest actuals and estimates for legal and /or CPA fees associated with the 501(c)3 incorp. ev rye. d 30th Annual Newport -Mesa Spirit Run 2013 Benefits City Would Receive by Granting Newport -Mesa Spirit Run Support Application The Community Component Statement also included with this application addresses many of the intangible ways in which Newport-Mesa Spirit Run promotes the City of Newport Beach. In particular, that statement explains how the event makes Newport Beach an exciting place to work, play, and visit, how it gives residents and businesses a sense of civic pride and ownership, how it gives back to the Newport Beach community, in particular with respect to youth fitness and education, and even more. [n addition, depending on the dollar amount and timing of its donation, the City's grant could entitle it to the following tangible benefits: 1. Sponsorship status that would entitle the City to many marketing and advertising benefits including, among others, the City logo on event brochures, post cards, posters, newspaper advertisements, specialty magazines, t- shirts, the Spirit Run website, Spirit Run email blasts, and race day banners. The City would also receive mentions in press releases and Public Service Announcements relating to Spirit Run. These sponsorship levels range from $3,000 and up and are listed with their corresponding benefits in the Spirit Run Sponsorship Document included in this support application. 2. Expo space for the City's Camp Newport Expo. Spirit Run sells its expo booth space for anywhere from $400 to $1,500 for a 10x10 space. Because it requires multiple booth spaces, the Camp Newport Expo space is valued at $5,000 or more. 3. Additional advertising and marketing over and above the benefits the City could receive as a sponsor (see first point). These additional benefits could include, among other things, the creation, printing, payment for, and distribution of two additional pages in the event brochure. 4. Advertising and marketing of the City track meet. Spirit Run does this through traditional running industry methods. Further, because the NMUSD is its beneficiary, Spirit Run is in the unique position of being able to market directly to NMUSD students and families at the district level and the school level. For 2012, this included direct access to 17 NMUSD schools. 5. Promotion of, and training for, the City track meet to students in running programs that Spirit Run conducts and assists at NMUSD elementary schools. 6. Collection of track meet registrations and payments, and transmission of a database summarizing relevant registrant information. Newport-Mesa Spirit Run, Inc., a California nonprofit public benefit corporation — www.nmsoiritrun.orE� info(aminsniritrun.ore, P.O. Box 7241, Newport Beach, CA 92658 1 W I �,r EJEr r _� F .��11 z `: ���� n � k�� e I� �� $ t � ;,.� � .. •', t r° ;I iS' A ` 1 �� i 3 .,,. 'tea -..au �k #!�a � �c� Y � Viz' �.;Tqq �'kl jj 7�Y t4{ Y ��� y�y� (R� �S 4 1' �` l �{ F.'e �i '' I mss; u i� �L. s iy - •', t r° ;I iS' A ` 1 �� i 3 .,,. 'tea -..au QUICK FACTS Join us for the 29th Annual celebration of one of the largest and most successful running events in Orange County.This award winning children's racing event also hosts an adult 5K, I OK and 15K! Date & Location: Sunday, March 4, 2012 • Fashion Island, Newport Beach, CA. Events: Adult ISk, I Ok, and Sk,Youth Sk (Pre -high school, 14 and under ), I -Mile Kids' Races (ages 7 - 12), 1/2 -Mile Kids' Races (age 5 - 6),1/4 -Mile Kids' Race (age 4),andYouth & Fitness Expo. Participants: 3,000 anticipated. Spectators: 3,000 Spectators,Vendors, and Volunteers anticipated. Benefiting: Newport -Mesa Unified District Schools. Overview: The Newport-Mesa Spirit Run truly represents the "Spirit" of the Newport-Mesa community. The event is presented by the Newport -Mesa Spirit Run, Inc. Board of Directors comprised of volunteer representatives from local schools, assisted by over 500 volunteers from the community.The proceeds from the event directly benefit supplemental educational programs at Newport -Mesa Unified District Schools. Features: • Picturesque course in and around Fashion Island and Newport Center, overlooking Newport Beach and the Pacific Ocean. • Post -race celebration featuring prizes, awards, food, Expo booths, games, and live entertainment. 2012 Goals: • To raise $100,000 for supplemental educational programs for Newport -Mesa Unified District Schools. • To maintain the status of the event as the largest and finest adult and children's road race and walking event of its kind in Orange County. • To provide sponsors with regional exposure and the opportunity to participate directly in improving the quality of education for our children. • To encourage physical fitness and healthy competitiveness in youth by promoting the children's races. • To raise the bar on children's fitness through the Competitive Youth Sk. • To provide adults a competitive and full field of racing events with our adult 1 Sk, I Ok and 5k. • To provide the community and surrounding areas with an annual celebration focusing on support for education and physical fitness. Media Summary: For over 28 years, the Spirit Run has received extensive press coverage in the following: Television: KOCE -TV, KDOC -TV, NBTV News,Time Warner, and Cox Cable TV. Radio: KABC Talk Radio, Radio Disney,Jack FM and mentions on LA Clear Channel Media Outlet Stations. Print Event publicity coverage in all major OC newspaper and periodicals. Event Management: Event Consultants: Newport-Mesa Spirit Run, Inc. Logistics & Race Management Board of Directors www.nmspiritrun.org W BookThatEVEnt CORPORATE SPONSORSHIP - INVESTMENT & BENEFITS Benefits to Your Company Title Sponsor Presenting Sponsor Race Title d asKraam st rr ua: Pum) (Its, Co- Sponsor Contributing Sponsor Company Visibility Company Name /logo as (isle Sponsor) of Event on all Advertisements X Company Name /Logo as (Presenting Sponsor) to Evens on all Advertisements X Company Name /Logo as "isle" of I Sk I OR. SK, Youth SR, or Kids' Run Event on all Advertisements X Name & Loo on: Race Entry Brochures /Postcards Front Front Front Inside Inside Front of Event T -shirts X ' Back of Event T -shirts X X X X _ Web Banner Advertising (provided by sponsor) X X X _ Television /Cable Advertising X X X - Radio PSA Mentions X X X Web Site Exposure (pre- approved) Logo & Link Logo & Link Logo & Link Logo & Link - Logo Limited license of Event Logo (pre - approved) X X X X - X Mention in Press Releases X X X X X Human Interest PA Campaign X X X _ Newspaper Advertising Logo Logo Logo Logo Name Specialty Magazine Advertising Logo Logo Logo Logo - Name Race Posters Logo Logo Logo Logo - - Name. Prominent Placement in Periodic E -mail Blasts X X Placement in Periodic E-mail Blasts X X Race Day Recognition Logo on Bib Numbers X X Logo on race bibs for the race sponsored X Company Official Assist with Start of Race X X X _ Company Logo on Start and Finish Banners X X X X Company Supplied Banner an Stage X X X X Logo on Mile Markets X PA Announcements X X X X Company Supplied Banner at Start/Finish X X X X X Complimentary 10' x 20' Booth at Family Expo X X Complimentary 10' x 10' Booth at Family Expo X X Company Supplied Banners at Expo X X X X X Company Participation Complimentary Race -day Hospitality for Sponsors, VIP, City, & Race Officials 10 8 6 4 2 Complimentary Race Entries for Company Employees or Key Clients 10 8 6 4 2 Additional Benefits Appearance and link in mbsite virtual goodie bag X X X X Contracts and Logos Must be Received by December 20, 2011 '3339898 ENDORSED - FILED in ft office of the Secretary of State Of the state of califomin NOV 3 0 2010 ARTICLES OF INCORPORATION OF NEWPORT -MESA SPIRIT RUN. INC.- a California nonprofit public benefit corporation ARTICLE 1 The name of the corporation is Ncwport -Mesa Spirit Run, Inc. ARTICLE 11 (a) Newport-Mesa Spirit Run. Inc. (the `Corporation') is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes. The primary purpose of the Corporation shall include, without limitation, the promotion of the running race and event known as the-Newport-Mesa Spirit Run" for children and the general running community. Additionally, the Corporation may engage in any activities that arc reasonabl% related to or in furtherance of its stated charitable purposes or in any other charitable activities- (b) The Corporation is organized and operated exclusively for charitable purposes with the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. as now in effect or as may hereafter he amended (the "Code'). (c) In furtherance of its purposes, the Corporation shall have all the general powers enumerated in Sections 5140 and 5141 of the California Nonprofit Public Benefit Corporation Law. as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes. spirit run 2011 - articles of incorp.doe 11 /30 /10 ARTICLE III The name and address in the State of California of the Corporation's initial agent for service of process are: Diane S. Daruty 806 Bison Avenue Newport Beach. CA 92660 ARTICLE IV (a) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code and in any corresponding laws in the State of California). and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to, any candidate for public office. (b) During such period. or periods. or time. if any, as the Corporation is treated as a "private foundation` pursuant to Section 509 of the Code. the directors must distribute the Corporation's income at such time and in such manner so as not to subject the Corporation to tax under Section 4942 of the Code, and the Corporation is prohibited from engaging in any act of self-dealing (as defined in Section 494l(d) of the Code). from retaining any excess business holdings (as defined in Section 4943(c) of the Code) that would subject the Corporation to tax under Section 4943 of the Code. from making any investments or otherwise acquiring assets in such manner so as to subject the Corporation to tax under Section 4944 of the Code. from retaining any assets that would subject the Corporation to tax under Section 4944 of the Code if the directors have acquired such assets, and from making any taxable expenditures (as defined in Section 4945(d) of the Code). (c) Notwithstanding any other provision of these Articles of Incorporation. the Corporation shall not directly or indirectly carry on any other activity that would prevent it from obtaining exemption from Federal income taxation as a corporation described in Section 501(c)(3) of the Code, or cause it to lose such exempt status, or carry on any activity not 2 spirit run 2011 -articles of incorp.doc 11/30/10 permitted to be carried on by a corporation, contributions to which are deductible under Section 190(c)(2) of the Code. ARi1CL6 V the property of the Corporation is irrevocably dedicated to charitable purposes and no part of the not income or assets of this Corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment. of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund. foundation or corporation that is organized and operated exclusively for charitable purposes and that has established its tax exempt status under Section 501(c)(3) of the Code. Dated: ((- 36-10 Diane S. Darutt• Incorporator I hereby declare that 1 am the person who executed the foregoing Articles of Incorporation. which execution is my word and deed. �� A, �- a -" � Diane S. Daruty Incorporator spirit run 2011 - articles of incorp.doc 11 /30 /l0 DEC 29 2010 Date: ` DEBRA BOWEN. Secrobry Of Slate ineRbMdgy=0t toregong +� ®a IUD. mmd;n tmorlo of cg m recent tt b+e a,slAw W the ... Cr rdvl c ;Gf�raiaSarrtrrycrfSutesNfice. DEC 29 2010 Date: ` DEBRA BOWEN. Secrobry Of Slate