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HomeMy WebLinkAboutC-5555(B) - Grant Agreement for Special Event Support Program FY 13-14 - Race for the CureGRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. This Grant Agreement ( "Agreement ") is entered into this 23rd day of July, 2013 ( "Effective Date "), by and between the City of Newport Beach, a California municipal corporation and Charter City ( "City "), and ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC., a California nonprofit corporation located at 3191 -A Airport Loop Drive, Costa Mesa, CA 92626 ( "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 allow 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 Orange County Affiliate of Susan G. Komen Breast Cancer Foundation, Inc. ( "Grant Proposal "). C. The City Council determined the Grant Proposal is for a worthy project that will benefit the City's resident's quality of life. D. The City Council approved a grant in the amount of $10,000 ( "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 $10,000 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, 12 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) Click here t'il`5:.'r a dente.; and (d)Click mere to enter- fn date.. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until June 30, 2014, 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. 4.1 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, ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. Page 2 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). 4.4. 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. ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. Page 3 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. 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, 2014, 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 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. ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, 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: Attn: City Manager City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92658-8915 9.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Stw�. L-is'57( Noll -ei-I 07xecubw, ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. 3191 -A Airport Loop Drive, Costa Mesa, CA 92626 1111% 1 :4 N �, I I ZT-1,111 I RW 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. ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. Page 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. Recitals. City and Grantee acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 11.2. 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. 11.3. 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. 11.4. 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. 11.5. 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. 11.6. 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. 11.7. 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. 11.8. 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. 11.9. 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, State of California. 11.10. Equal Opportunity Employment. Grantee represents that it is an equal opportunity employer and it shall not discriminate against any contractor, employee or ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. Page 6 applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age or any other impermissible basis under law. 11.11. 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. 11.12. 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. 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: r1— By: 6-( Aaron C. Harp City Attorney ft\ ATTEST: Date: By: fi4x� - bm�� Leilani I. Brown City Clerk Attachment: Exhibit A: Grant Proposal CITY OF NEWPORT BEACH, A California municipal corporation Date: V -)M By: Dave City Manager GRANTEE: ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC., a California nonprofit corporation Date: Z / Printed Name: -zeL'I --. Title: Date: Printed Name: Title: [END OF SIGNATURES] ORANGE COUNTY AFFILIATE OF SUSAN G. KOMEN BREAST CANCER FOUNDATION, INC. Page 7 Locey, Mary From: form—engine@fs23.formsite.com Sent: Friday, March 08, 2013 4:13 PM To: Locey, Mary Subject: Special Event — Application for Financial Support Result #7478289 Special Event — Application for Financial Support Reference #: 7478289 Status: Complete Date: 2013 -03 -08 18:12:52 User: 69.178.152.26 (Chrome - Windows) Referrer: h tLt�s:jffs23. formsite .com /citvofnb /forml /form login.html Login Account (optional) Users / Returning Users CLICK HERE to setup or return to your account for this form. Creating an int enables you to return to this form and your submitted results. An account will also enable y it to illy complete this form and return later to finish the form. The account you establish is only for this form. Directions for Completing the Application Form • Each question should be answered clearly and briefly. • If a question is not applicable, enter N/A. • Attach a copy of the event budget (2 -page maximum) • Incomplete or application received after the submission deadline will notbe accepted. • Do not sumit collateral materials (i.e, marketing materials and programs). They will not be considered. • Submissions received via mail or online will be considered equally. • Completed application must be received no later than 4 p.m. on Friday, March 15, 2013. Special Event Support Evaluation Criteria The City of Newport Beach will consider the following criteria in evaluating requests for financial support: 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 enhances, serves, involves, benefits, and or promotes a sense of community for the residents of Newport Beach. 4. The event not always be free of charge, but should be accessible to the community/public. S. The application must include a copy of the Event Budget (2 -page maximum). 6. The amount of financial support requested from the City should represent no more than 25 %of the total event budget. (Volunteer hours may not be counted toward the total event budget, but the value of in -kind goods and services may be counted.) 7. The applicant should 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. B. If the event is charitable in nature, it should benefit a local Newport Beach or Orange County -based charitable organization. 9. The event must be held between July 1, 201.3 and June 30, 2014. * Name of Applicant Organization: Orange County Affiliate of Susan G. Komen Applicant Representative Contact Information * First Name Stacy * Last Name Davis * Full Address 3191 -A Airport Loop Dr., Costa Mesa, CA 92626 * Phone Number 7149579157 * Email Address sdavis0komenoc.oro * Type of Entity Corporation LLC LLP © Sole Proprietor ❑X Other (501 c 3) * Name of Event: Kamen Orange County Race for the Cure@ * EventDate(s): 9/23/13 * Is this an annual event? Zyes ®no * Type of event: Art /Culture 0 Sports FI Commercial Social FI Community n Special Interest Other * Event location /venue: Fashion Island, Newport Beach, CA * Are you anticipating any road closures? If so describe waste minimization and clean -up plan for public spaces /roads. We are requesting the following roads on the race route to be temporarily closed to vehicular traffic from approximately 6 a.m. to 11 a.m, on Sunday, September 23, 2013: Newport Center Drive (from north of Santa Rosa Drive to north of San Nicolas and to just east of Pacific Coast Highway); Santa Cruz Drive (from Newport Center Drive to San Joaquin Hills); San Clemente Drive (from Santa Cruz Drive to Santa Maria Drive); Santa Maria Drive (from San Clemente Drive to Newport Center Drive); Farallon Drive (from Newport Center Drive to Avocado Avenue); Avocado Avenue (from San Miguel Drive to just before Corona Del Mar Plaza entrance); San Miguel Drive (from Avocado Avenue to Newport Center Drive); Anacapa Drive (from Newport Center Drive to Farallon Drive). Susan G. Kamen, Orange County will utilize a trash sanitation subcontractor (company TED) for its 2013 Kamen Orange County Race for the Cure at Fashion Island on Sunday, September 23; The trash sanitation subcontractor will supply the event with 400 reusable cardboard trash boxes; These trash boxes as well as (8) 40 -yard roil -off and (4) 3 -yard bins will be located throughout the event venue; On Sunday, September 25, volunteers will be trained on event trash removal; Volunteers will build and line each trash box with three plastic liners. Volunteers will remove one full bag at a time and dump them into the trash dumpsters; Trash will come from the race course and will consist of water cups, banana peels, orange peels, etc.; Cardboard boxes in reusable condition will be broken down and saved for future events; All roll -off dumpsters and trash will be picked up on Sunday, September 23. * Have you previously received City support for this or any other event sponsored by your organization? Fx]Yes F1 No * If yes, please list the event(s), year(s) and amount(s): Previous City of Newport Beach Race for the Cure Sponsorship cash and in -kind contributions: 2011, 2012: $10,000 cash per year 2010: $15,000 In-kind only donation for city services 2006, 2007, 2008 & 2009: $7,500 cash per year + In -kind valued at $7,500 in city services for a total value of $15,000 per year. 2002: $4,100 cash 2001: $3,900 cash 2000: $3,800 cash * Is there a fee to enter the event? If yes, what is the amount of the fee? Adult Entry: $35 Youth (17 & under): $25 Senior (65 +): $25 Breast Cancer Survivor Entry: $25 Sleep in the for the Cure @: $45 In the Pink Entry: $500 In the Pink Survivor Entry: $500 Day of Event (all categories): $40 * Describe what, if any, portion of the event is FREE to the public. This event is not free to the public as it is a breast cancer awareness 5K fundraising sporting event; however, it is open to the community at large. Anyone can enter the area on day of event. * Brief Description of Event (150 -word maximum): The Susan G. Kamen Race for the Cure® Series is the world's largest and most successful education and fundraising event for breast cancer. Race for the Cure serves as an annual call -to- action that challenges our supporters to be involved and raise funds. Each year approximately 25,000 people throughout Orange County and beyond participate in the event in the morning the last Sunday in September. The 2013 annual Orange County Race for the Cure taking place in Newport Beach utilizing Pacific Life Insurance Company as its main venue for day -of -event registration, health expo and Survivor Tribute. The SK route on Newport Center Drive and adjacent streets basically circles Fashion Island. The day is also an educational outreach program promoting the importance of early detection as 25,000 people receive key breast health messages. * Anticipated Event Attendance (indicate participants vs. spectators, if applicable): 25,000: 22,000 Registrations; 3,000 vendors, volunteers and spectators. * Summarize applicant's prior event experience (100 -word maximum): 2012 was the 21st annual Komen Orange County Race for the Cure® in Newport Beach, It is the largest event of its kind in California, and the fifth largest of 100 Races across the United States, A professional Kamen staff and group of volunteers have extensive experience producing the event. In Motion, Inc. is a family owned and operated corporation, in business in Southern California since 1981. During that time they have produced hundreds of events from San Diego to Seattle. They are a turnkey operation with three decades of experience in marketing, operations, logistics, PR, sponsorship, graphics and more. * If the Applicant conducts similar events elsewhere, please provide details including: where, when, safety issues, and if applicable, why the event left its previous location (150 -word maximum): N/A * Amount of cash requested (do not request fee waivers or in -kind donations): $20,000 * Now will the requested funds be used? Funds would be used to cover $20,777 in City Services per the City estimate: Permit Fee, Police Officers, Police Explorers, Parking Control, General & Street Services, Street Signage posting & equipment, Banner placement, Other required by the City: unknown, * The City's support should represent no more than 25% of the total event 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? QYes 11 No *The City's support must be used for the implementation of an actual special event. (i.e. event execution, not planning the event.) Does your request meet this criterion? 0 Yes 11 No * The request for City support must include a list of other City entities or groups (e.g., City Arts Commission, Balboa Village Business Improvement District) from which the applicant is seeking financial support. Are you seeking financial support from other City entities? Yes 0 No * If you answered yes above, please list the entities or groups and the amount of financial support requested from each: NIA Attach event budget mW45d1 Y CopyofOrangeCountvKomenFY13RaceSudoet .odf Total In -KIM Goods &Services Totalw /IK Ve�nd w/o IK AI Contributions income 2,146,200 0 210,000 942,503 3.898,700 2,956,200 Conuilmions- Corporate 0 0 0 64,267 54,267 0 Contributions - Matching 23,200 0 0 0 23,200 23,200 Contributions - Individual 1,530,000 0 0 0 11530,000 115301000 Entry Fees /Event Fees 793,000 0 0 0 793,000 793,000 sponsorship 409,000 0,00 210,000 078,233 1,488,233 610,000 Merchandise Income 22,000 0.00 0.00 0.00 22,000 22,000 Merchandise sales 22,000 0,00 0.00 22,000 22,000 Total Revenues 2,768,200, I 0 '., 210A00 ; (942,500 3,920,700 . 2197012001 Salaries & Benefits 109,623 38,908 0 0 348,613 148,611 Estates 87,996 31,296 0,00 0 119,292 119,292 Payroll taxes 0,797 3,129 0.00 0 11,926 11,926 Insurance � health 9,903 3,522 0.00 0 13,425 13,425 403(6) Employer Cortributbn 2,927 1,041 0.00 0 3,968 3,968 Contract Labor/ Professional Fees 70285 40845 0.00 10,000 12LI30 111,130 Consulting 0 0 0 10,000 10,00 0 ProfesOmmiServices 17685 5645 0 0 23,330 23,330 Accounting fees 2000 0 0 0 2,000 2,000 Conira.labor 50600 35200 0 0 85,800 85,800 Service Fees 105355 5935 0.00 0 111,290 1111290 Bankfees 255 85 0.00 0 340 340 Credit Card Processing Fees 56500 0 0.0 0 56,500 56,500 On -line Donor Database Fees 48600 5850 0.00 0 54,450 54,450 Occupancy Expenses 14928 4968 0.00 0 19,896 19,896 Rent 10961 3654 0.00 0 14,615 14,615 utiaties Isis 505 0.00 0 2,020 2,020 Telephone 1750 S75 0.00 0 2,325 2,325 Facility Maintenance 702 234 0.00 0 936 936 Travel Expenses 4490 0 0 0 4,490 4,490 Airfare 0 0 0 0 0 0 Lodging 3475 0 0 0 3,475 3,475 Food /Entertainment - Travel 15 0 o 0 25 IS Parking/Tols 0 0 0 0 0 0 Other ravel and entertainment 1000 0 0 0 1,000 1,000 Advertising Expense 8338 2780 0 670,000 681,118 11,118 Public Relations 8338 2780 0 0 11,118 11,118 Advertising 0 0 0 670,000 670,000 0 Office Expense 30,126 604 0 137,500 160,230 30,730 Food and beverage 4,450 0 0 7,500 11,950 4,450 Meeting costs 500 0 0 0 500 500 Grephlcs 5,000 0 0 5,030 10,000 5,000 Printing 5,000 0 0 10,000 25,000 5,000 Photoandvidoo 2,500 0 0 0 2,500 2,500 Ggts and recognition 0 0 0 115,000 115,000 0 Supplies 3,871 329 0 0 4,200 4,200 PosbgeaM Delivery 8,805 175 0 0 9,080 9,080 Equipment/ Software 4,768 1,279 0 0 6,047 6,047 Equipment - Rental 2,606 869 0 0 3,475 3,475 System &Software Maint &SeN 2,162 410 0 0 2,572 2,572 Event Expense 143,000 0 0 125,000 2661000 141,000 Race bibs 4,500 0 0 0 4,500 4,500 Race course production 123,000 0 0 125,000 248,000 123,000 Trophies 1,900 0 0 0 1,900 1,900 security 1,100 0 0 0 1,100 1,100 T- shirts(RFTC) 1,000 0 0 0 1,000 1,00 Banners 3,000 0 0 0 3,000 3,000 Insurance - Events 6,500 0 0 0 615M 6,500 Other Expenses 9,000 0 0 0 9,00 9,000 Gostof Goods Sold - Merchandise 91000 0 0 0 9,000 9,000 Tax &License 1,790 0 0 0 1,798 1,790 Taxes 100 0 0 0 100 loo Regulat ,Fees 98 0 0 0 98 90 Sales /use Tax Expense 1,600 0 0 0 1,600 1,600 :Total Expenses 499,721 3 95,399 ! r9a2,503: 1 1 ,537,610 i595riid 2,268,789 (95,399) 2101000 - 2,383,090 2,383,090 Board of Directors Meeting - Minutes March 22, 2012 The meeting was held at the Komen office, Costa Mesa. • Call to Order— Sue Parks President, Sue Parks, called the meeting to order at 5:30 p.m. Board Members present: Sue Parks, Chris Tannous, Mary Ann Miller - Messana, Nancy Enomoto, Carla Cammack, , Carrie Bollwinkle, Lisa Guerra, Raul Sobero, Sol Reyes- Roberts, Sora Park Tanjasiri, Gretchen Valentine, Joyce Kirchhofer, Lynn Jolliffe Board Members absent: Ginger Silverman • Successesl • Our affiliate has received the Promise Award at the Komen Leadership conference. • Governance • Motion to accept the slate of individuals as presented by the Governance Committee to be the Fiscal Year 2012 — 2013 Board of Directors was made, seconded and approved unanimously. • Motion to elect the slate of officers for Fiscal Year 2012 — 2013 as presented by the Governance Committee. The officers as listed on the slate are: Sue Parks, President; Lynn Jolliffe, President Elect; Carrie Bollwinkle, Secretary; and Gretchen Valentine, Treasurer was made, seconded and approved unanimously. • Consent Agenda — Sue Parks Motion to accept consent agenda was made, seconded, and approved unanimously after discussion • Grant Motions — Raul Sobrero • Motion to accept return of unused funds in the amount of $5,354.25 of Nhan Hoa's 2011 Komen Fund for Breast Health Care grant, due to under - spending of their award amount, was made, seconded and approved unanimously after discussion. • Motion to extend Laguna Beach Community Clinic's grant period for the 2011 Komen Fund for Breast Health Care in order to meet program objectives until March 31, 2012; the Final Report will be submitted 30 days after the expiration date was made, seconded, and approved unanimously after discussion. Minutes — Mary Ann Miller - Messana Motion to approve the February, 2012 Board minutes was made, seconded and approved unanimously. Board of Directors Meeting Minutes March 22, 2012 • Treasurer's Report —Joyce Kirchhofer • Motion to accept the January financials was made, seconded and approved unanimously after discussion • Year -end projection was reviewed • Finance related motions: • Motion to designate that the authorized check signers and PeopleSoft voucher approvers as of April 13, 2012 shall be: Lisa Wolter, Executive Director; Sue Parks, President; Lynn Jolliffe, President Elect; Gretchen Valentine, Treasurer; and Carrie Bollwinkle, Secretary was made, seconded and approved unanimously. • Motion was made and seconded to authorize the Executive Director to do on -line fund transfers between the different types of bank accounts (money market, general checking and Race checking), in any amount, as necessary to pay approved expenses and to maximize interest income. The Executive Director is also authorized to move funds between the Affiliate's banks for the authorized purposes of paying bills and to maximize interest income. The motion was approved President's Report — Sue Parks • There is anew Director for the LA Affiliate, Mark Pilon. • Discussion of recent media stories related to Komen • The meeting was adjourned at 7:05PM. Respectfully submitted, Mary Ann Miller- Messana, Secretary Board of Directors Meeting Minutes 2 February 23, 2012