HomeMy WebLinkAboutC-4859(L) - Grant Agreement for Special Event Support Program FY 11-12 - Newport to Ensenada Yacht RaceGRANT AGREEMENT
U BETWEEN THE CITY OF NEWPORT BEACH AND
NOSH, INC.
CT'
C o This Grant Agreement ( "Agreement ") is entered into this /—L day of
2012, by and between the City of Newport Beach, a California
municipal corq ration and Charter City ( "City "), and NOSA, Inc., a California non - profit
C l corporation located at P.O. Box 7485, Newport Beach, CA 92658 ( "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 in the amount of Thirty Thousand Dollars and 00/100
($30,000.00) from the City for the 65th Annual Newport to Ensenada International
Yacht Race ( "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 Twelve Thousand Dollars
and 00/100 ($12,000.00) ( "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 Twelve Thousand
Dollars and 00/100 ($12,000.00) 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.
❑ On or before Click here to enter a date.
❑ In four (4) equal installments on the following dates: (a) Clic* here
to enter a date.(b) Click here to enter a date.(c)Ciick here to enter a
date.; and (d)Click here to enter a date...
2. TERM
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, 2012, 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. 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
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).
4.3. 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.
NOSA, Inc. Page 2
4.4. Grantee shall upon conclusion of the event funded by the Grant Funds,
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: (i) quarterly check
registers and descriptions of each disbursement; (ii) budget -to- actual - results; and (iii) a
statement of position describing the assets and liabilities of Grantee. All reports,
including a post -event evaluation, shall be due to the City no later than forty -five (45)
days following the end of the conclusion of the event funded by the Grant Funds. In the
event that an independent audit is conducted, Grantee shall forward a copy of the
audited report to the City for review, including any Management Letter, Report on
Internal Controls, or Reportable Conditions letter generated during the course of the
audit.
4.5. Grantee agrees to exercise prudent financial management processes
including proper oversight of all assets, budget preparation, and timely reporting
including budget -to- actual- comparisons.
4.6. 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.
5. USE OF GRANT FUNDS
The Grant Funds shall be used solely by Grantee for the Approved Uses and for no
other use. In the event that the Grant Funds are not used for the Approved Uses or are
not expended by or before June 30, 2012, Grantee shall notify the City in writing, and
shall be obligated to return the Grant Funds to 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 or 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
NOSA, Inc. Page 3
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.
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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.
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:
Attn: City Manager
City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92658 -8915
Phone: (949) 644 -3000; Fax: (949) 644 -3020
NOSA, Inc. Page 4
9.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Attn: Commodore
NOSA, Inc.
P.O. Box 7485
Newport Beach, CA 92658
Phone: 949 - 644 -1023
Fax: 949 - 266 -8540
Email: info @nosa.org
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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
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.
NOSA, Inc. Page 5
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
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]
NOSA, Inc. Page 6
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: v t-
By:
Aaron C. Harp
City Attorney
ATTEST: 41. PL
Date:
By:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By: �
Dave Kiff
City Manager
GRANTEE: NOSA, Inc., a California non-
profit corporation.
Date: -9 �:L/� — Z L
�: C�CFi�LJG
Title:�/�v��yuOd�c� �(/dS "sf
Date:
By:
Name:
Title:
[END OF SIGNATURES]
NOSA, Inc. Page 7
Exhibit A
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Section One — Event Summary and Applicant Information
Name of Event
Agnual V1j-Ck-T A,4rel
Date(s) of Event
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Time(s) of Event -
Location(s) or Venue(s) of Event
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Is or will this be a
YES
NO
annual event?
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Type of Event - special interest, commercial, sports, cultural/arts, social, etc.
Is there a charge or
YES
NO
fee for the event?
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Describe what, if any, portion of the event is free to the public,
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Describe what, if any, portion of the event is charitable fund raising. Please provide the
name of the charity or charities the event supports along with a contact name and phone
number for each charity. What percentage of the proceeds will each charity receive? Please
provide an estimate of what the percentage may be in dollars.
Types of In-Kind City Sponsorship Requested - List:
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you requesting any roads be closed? If yes, which roads, when & for how long?
Amou—nt'of-C—ash;-Sp—o-n-s-o-rship from the City requested and how it will be used. Be specific.
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Name of Applicant Organization
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Description of Applicant Organization - type of entity (attach proof of non - profit 501(c) 3
slat if applicable), purpose, and history.
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Does the Applicant hold intellectual property rights to the event? If not, who does?
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Name of Contact and Contact Information for the Purpose of this Application.
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Address
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Phone
Fax
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Mobile
Email
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Is there a contract
YES
NO
with an event
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organizer?
Best times and ways to reach contact person.
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Prior Event Experience of both the Applicant and the Event Organizer.
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If the Applicant conducts a similar event in other cities or if the event has been held in
Newport Beach previous ly, describe any di fficulties you 've encountered and what
adjustments you've made to improve the event.
Provide previous locations of event, including reasons for leaving, if a
N/A
Section Two — Benefit Statement
Description of How the Event Meets the City Criteria - Maximum two pages.
Using the space below (and one additional page if needed), provide a narrative explaining
how the event fulfills the City's tvdelve evaluation criteria for support, listed at the introduction
to this avolication.
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`Need for Accommodation(s). (Please do not exaggerate.)
Anticipated Number of Room Nights •75D
Will all accommodations be in Newport Beach? If not, where?
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What is the anticipated average stay in Newport Beach for
Participants . �/JO a n/ !rcr. Spectators
Permits and Safety Plan for the Event
Have you applied for a Special Events Permit for this event? Yes
If, not when will you?
Have you spoken to Newport Beach Police Department about your event? Yes O
If, not when will you? IV 114
Waste Minimization /Recycling /Clean -up Plan — Maximum two pages.
Explain the types of controls, management programs, initiatives or incentives implemented
by your organization, in order to reduce the amount of waste generated and to ensure city
property is pristine following your event.
1 hereby certify the foregoing st atements to be true and correct a nd agree to defend, indemnify and
hold harmless the City of Newport Beach, its City Council, officers, agents, employees and volunteers
'! from and against any and all loss, claims, damages, liability, such claim or suit arising from or in any
Ig manner connected to the requested funding and activity. I hereby a cknowledge that the Applicant is
solely responsible for applying for and receiving all necessary City, Coon ty, and /or State permits
necessary to conduct the event. I also agree if approved, to comply with all funding and special event
permit conditions, and understand that failure to comp ly with any conditions or any violation of law
may result in the immediate canc ellation of the event, denial of future events, and or crimi nal
prosecution.
Failure to comply with funding conditions can result in civil litigation to recover the City's money.
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Submit by Emai!
EVENT DESCRIPTION
2012 will usher in the 65 °i Annual Newport Beach to Ensenada International Yacht Race.
a yacht race with history and traditions yet a race that is re- inventing itself to stay fresh
and exciting.
Obviously, there has not just been an interest, but an enthusiasm for the event ever since
its inception in 1947. The numbers of sailors who have raced Ensenada multiple times —
some 20, some A and even more— further testify to the attraction of the event, as do the
scores of people wecuing the famous red Mt. Gay Rum hats with the year of the race
embroidered on it.
The theme of so many races has been excitement to all and has been eloquently captured
by Cleve Hardaker, the owner and skipper of Sojourn, which won overall in 2009 race in
a Catalina 30. Thus, the motto: Size of your boat doesn't ,natter. In fact, our painting last
year, by renowned Newport Beach marine artist Gary Miltimore, illustrates this
beautifully by showing Sojourn and Taxi Dancer, the overall winner in 2010, side by
side.
Newport Beach is a fantastic starting location offering the best possible lodging, a wide
array of fine dining, groat shopping and the perfect location to get whatever you need for
your boat. Ensenada is a great international destination and a wonderful place to spend
i tine. The town has great restaurants and the shops are more than eager to provide many
items including jewelry at a great price (many shops will give a NOSA discount). And for
those who finish early, or others who just come down to support the racers, there is a
wine region close by and other magnificent tours available offering a great experience.
Anyone who has ever sailed the race knows of the challenge and excitement of sailing in
the world's largest International Yacht Race and the excitement of seeing many sailing
friends, and just as important seeing all the wonderful friends we have all made over the
years in Ensenada.
The NOSA board of directors encourages all who can to participate in the race, to enter
and encourage your friends, and even your not -so- friends, to join in the fun in Newport
Beach and Ensenada and help keep this wonderful tradition alive and well!
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The Newport to Ensenada International Yacht Race is the world's largest intemational sailing
regatta and positions the City of Newport Beach as one or the best and most exciting places
to visit, live, work, play, and sail. The race attracts participants from around the world and
creates vast international media attention, globally, nationally and locally.
Millions of impressions will be generated from national magazines, regional television, the
interrtet, and print coverage. Last year the race generated in excess of $325,000 in media and
public relations value.
Opportunities for the City exposure and hospitality include visibility through signage and
special. events surrounding the pre- events. Last year the City officials hosted several Mexican
dignitaries prior to the race and other associated events. The allotted three months of
extensive pre -event publicity and activities within the City will generate vast recognition for
the City of Newport Beach and promote its hospitality
2. Hosting the 65ih Annual Newport to Ensenada International Yacht Race, creates an exciting
sense of civic pride. Not only does the race involve residents and businesses alike but it
creates a destination for the world to see as a premier city. In addition it attracts a clientele
with increased income to shop and dine in the local area businesses. .
In April of 2012, yet another historic year of racing excitement will grace the waterways of
the Pacific Ocean, in a highly prestigious and extremely publicized yacht race. The 65'h
Annual Newport to Ensenada International Yacht Race has grown to an anticipated audience
of' 00 -400 yachts and over 10,000 participants and produces increased hotel room nights. Its
host, the Newport Ocean Sailing Association, is a 501 -C3 non - profit volunteer organization
that donates a portion of the proceeds to various children's charities. Numerous events offer
the City of Newport Beach great marketing/entertaining opportunities that include pre -race
seminars, a launch fiesta, yachtsman's luncheon, spectator yacht charters, VIP owners
reception, and afford business several opportunities to increase venues and showcase the city.
4. The city funds will enable NOSA to market the event and drive additional revenues to the
hotels, restaurants and retailers of Newport Beach. Currently NOSA works very closely
with Visit Newport in publicizing the race as well as in producing the city's official
welcome to Newport Beach launch fiesta at the Newport Beach Nautical Museum.
5. In order to produce a world class event/race and to host Mexican dignitaries, the annual
budget exceeds $155,000. NOSA is requesting that the city of Newport once again
support this longest running Newport Beach yachting tradition by becoming a presenting
sponsor. Atthough the sponsorship investment is $40,000 (see attached), we realize that
only 25% of the events operating budget can be requested. Therefore, we respectfully
offer the City a "presenting sponsorship" at a reduced investment of $30,000 which will
V ensure the City that the cvertl is marketed, prontotud and advertised in a quality and
professional manner.
✓CH 1 NMA
I HUIIE No. : 949 64414323 Mary. 15 2011 1112ERP! P1
ST Al E UF CAL IFURNIA
FRANCHISE TAX BOARD
PD BOX IZB6
RANCHO CORDOVA CA 95741-1286
March 25, 2DD4
NOSH INC
PO BOX 7485
NEWPORT BEACH CA 92658 -7485
Purpose CHARITABLE
Code Section 23701d
Form of Organization Corporation
Accounting Period Ending: December 31
Organization Number 2228090
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In teply refer to
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You are exempt from state franchise or inc ame tax under the section of
�N r the Revenue and Taxation Code indicated above.
This decision is based on information you 'submitted and assumes that
your present operations continue unchanged'or conform to those proposed
in your application. Any change in operat On, character, or purpose of
the organization must be reported imm- ediatlely to this office so that we
may determine the effect on yo„r exempt status. Any change of name or
address must also be reported. i
In the event of a change in relevant sta't
case law, a change in federal interpretat
where our opinion is based upon such an i
the material facts or circumstances relat
which this opinion is based, this opinion
It is your responsibility to be aware of
This paragraph constitutes written advice
ruling, within the meaning of Revenue and
21012(a)(2).
ory, administrative, judicial
n of federal law in cases
erpretation, or a change in
g to your application upon
ay no longer be applicable_
ese changes should they occur.
other than a chief counsel
axation Code Section
You may be required to file Form 199 (Exe pt Organization Annual
Information Return) on or before 'the :l5thiday of the 5th month (4 112
months) after the close of your accounting) period. Please see annual
instructions with forms for requirements_+
You are not required to file slate franchise or income tax returns
unless you have income subject to the unrel:lated business income tax
under, Section 23731. of the Code. In this event, yuu are required to
FROM : NOSH
March 25,
NOSA, INC.
ENTITY ID
Page Z
2004
: 2228090
PHONE NO. : 949 6441023 P lay. 19 2011 11:26AN F'
file Form 109 (Exempt Organization Business Income Tax Return) by the
15th day of the 5th month (4 1!2 months) after the close of your annual
accounting period.
Please note that an exemption from federal income or other taxes and
other state 'taxes requires separate applications.
If
THIS EXEMPTION IS GRANTED ON THE EXPRESS CONDITION THAT THE
ORGANIZATION WILL SECURE FEDERAL EXEMPT STATUS WITH THE INTERNAL
REVENUE SERVICE. THE ORGANIZATION IS REQUIRED TO FURNISH A COPY OF
THE FINAL DETERMINATION LETTER TO THE FRAN�HISE TAX BOARD WITHIN 9
MONTHS FROM THE DATE OF THIS LETTER.
A copy of this letter has been sent to the!Regsstry of Charitable Trusts.
M SIKICH
EXEMPT ORGANIZATIONS
BUSINESS ENTI,TIES SECTION
TELEPHONE (916) 845 -4092
FAX NUMBER (916) 845 -0800
EO :
CC :FRED SLOCUM
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