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HomeMy WebLinkAboutSan Diego Foundation; 2026-07-13;Docusign Envelope ID: 04O179F2-FC18-846B-8205-C4F454EBCCB0 •'• •I• San Diego Foundation Non-Endowment Fund Agreement Carlsbad Homelessness Impact Fund Advised Non-Endowment THIS AGREEMENT is made and entered into on July 13, 2026, by and between the San Diego Foundation, a California nonprofit public benefit corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986. as amended ("SDF") and The City of Carlsbad, a California Municipal Corporation (hereinafter "Founder"). 1. NAME OF THE FUND Founder hereby irrevocably transfers assets to SDF to establish in SDF the Carlsbad Homelessness Impact Fund (the "Fund"). Founder will not contribute any assets to initiate the Fund. SDF may receive additional irrevocable gifts of property acceptable to SDF from time to time from Founder and from any other source to be added to the Fund, all subject to the provisions hereof. 2. PURPOSE Subject to the limitations of paragraph 4 below. the primary purpose of the Fund shall be to support nonprofit efforts to reduce homelessness in the Carlsbad community with an emphasis on prevention. access to services and housing. The City of Carlsbad Housing & Homeless Services Director, Finance Director, and Homeless Services Manager shall be the advisors of the Fund ("Fund Advisor") unless amended by the Founder to the closest equivalent roles and titles should any reorganization occur. 3. INVESTMENT OF FUNDS SDF shall have all powers necessary or desirable to carry out the purposes of the Fund, including, but not limited to. the power to retain. invest and reinvest the Fund in any manner within the "prudent person· standard and the power to commingle the assets of the Fund with those of other funds for investment purposes. subject. however. to the requirements of Sections 5231 and 5240 of the California Corporations Code. SDF may accept investment recommendations from the Fund Advisor. if any: provided, however, that such recommendations from the Fund Advisor shall be solely advisory, and SDF may accept or reject them, consistent with the standards of this paragraph. If the Fund Advisor fails to provide investment recommendations within ninety (90) days from the date of this Agreement, SDF may invest the Fund·s assets in Pool A (Short-Term Fixed Income). 4. DISTRIBUTEES Subject to paragraph 6, principal and/or earnings allocated by SDF to the Fund shall be distributed exclusively for charitable. scientific. literary or educational purposes or to organizations of the type to which an individual taxpayer may make deductible charitable contributions. gifts. and bequests under the income. gift and estate tax provisions of the Internal Revenue Code of 1986. as amended, and of the Revenue and Taxation Code of California. It is intended by the foregoing that at the time a distribution is Docusign Envelope ID: 04O179F2-FC1 8-846B-8205-C4F454EBCCB0 made from the Fund, the distribution must be made for a charitable, scientific. literary or educational purpose as described in, or to an organization which is described in. Sections 170(c)(1) or (2). of the Internal Revenue Code of 1986, as amended, and Section 17201 of the Revenue and Taxation Code of California. Distributions from the Fund shall be within the purposes and procedures of SDF as contained in its Articles of Incorporation and its Bylaws. 5. DISTRIBUTIONS Distributions from the Fund may be made from income and/or principal and shall be made at such times and in such amounts as may be determined by the Board of Governors. There shall be no requirement that income be distributed each year; income may be accumulated and added to principal. Consistent with the foregoing, distributions shall be made to such distributees of the type described in paragraph 4 as may be designated by SDF; provided, however, that the Fund Advisor of the Fund, if any, may from time to time submit to SDF the names of distributees to which it is recommended that distributions be made, which distributees shall not be other than those described in paragraph 4. All recommendations from the Fund Advisor shall be solely advisory, and SDF may accept or reject them, applying reasonable standards and guidelines with regard thereto. 6. CONTINUITY OF THE FUND The Fund shall continue so long as assets are available in the Fund and the purposes in the Fund can be served by its continuation. If the Fund is terminated for either of the above reasons, SDF shall devote any remaining assets in the Fund exclusively for charitable purposes that (i) are within the scope of the charitable purposes of SDFs Articles of Incorporation and (ii) most nearly approximate, in the good faith opinion of the Board of Governors. the original purpose of the Fund. 7. NOT A SEPARATE TRUST The Fund shall be subject to the Articles of Incorporation and Bylaws of SDF. All money and property in the Fund shall be assets of SDF, and not a separate trust. and shall be subject only to the control of SDF. Pursuant to Treasury Regulations, the Board of Governors of the San Diego Foundation has the power ·to modify any restriction or condition on the distribution of funds for any specified charitable purpose or to any specified organization if. in the sole discretion of the Board of Governors, such restriction or condition becomes unnecessary, incapable of fulfillment. or inconsistent with the charitable needs of the community or area served." Treas. Reg. §1.170A-9(f)(11)(v)(B) and (E). 8. ACCOUNTING This Fund shall be accounted for separately and apart from other gifts to SDF. 9. PROGRAM GUIDELINES Founder acknowledges that they have reviewed and are familiar with the attached "Program Guidelines· and that the Fund will be administered in accordance with such guidelines. Docusign Envelope ID: 04D179F2-FC18-846B-8205-C4F454EBCCB0 IN WITNESS WHEREOF. Founder hereby executes this agreement as of the Effective Date. The City of Carlsbad. a California Municipal Corporation: Name: Geoff Patnoe Title: City Manager Date: 7/14/2026 Approved by the President & CEO of the San Diego Foundation ~Signed by: L~g~~ Mark A. Stuart. CFRE President & CEO Date: 7/14/2026 Attachments: San Diego Foundation Program Guidelines Non-Endowment Investment Recommendation APPROVED AS TO FORM Cindie K. McMahon, City Attorney ~c~~ AssistantJBeputy City Attorney City of Carlsbad, California Docusign Envelope ID: 04D179F2-FC18-846B-8205-C4F454EBCCB0 -·· •I• San Diego Foundation Non-Endowment Investment Recommendation Carlsbad Homelessness Impact Fund Fund Advisor Recommendation As Fund Advisor to this Fund. I recommend the Fund's assets be invested in the following pool: □ Sustainable Non-Endowment ~ Short-term □ Intermediate-term □ Medium-term D Long-term (Note that Funds invested in Long-term require a 9O-day advance notice for grants of $100,000 or more) □ Custom Managed Portfolio Each of the investment pools above includes a money market component to allow for the liquidity needs of those funds participating in the pool. The asset allocation of the Sustainable. Short-term. Intermediate-term. Medium-term & Long-term Investment Pools varies from time-to-time. Information on the asset allocation of the Sustainable. Short-term. Intermediate-term. Medium-term & Long-term Investment Pools is available from San Diego Foundation. I understand that assets in the Sustainable. Short-term. Intermediate-term. Medium-term & Long-term Investment Pools will experience both capital gains and capital losses according to market conditions. I understand that these recommendations are advisory and that SDF has final authority over investment of its assets. The City of Carlsbad. a California Municipal Corporation: Name: Geoff Patnoe Title: City Manager Date: 7/14/2026 If the Non-Endowment Investment Recommendation form is signed. but no Pool is selected. assets may be invested in Short-term. Docusign Envelope ID: 04D179F2-FC18-846B-8205-C4F454EBCCB0 •'• •I• San Diego Foundation PROGRAM GUIDELINES Revised December 2025 1. San Diego Foundation. San Diego Foundation ("SDF") is a California nonprofit public benefit corporation exempt from taxation under Section 501( c)(3) of the Internal Revenue Code of 1986, as amended ("IRC"). SDF is recognized as a public charity under IRC Sections 509(a)(l) and 170(b)(l)(A)(vi) and operates as a "community trust" under U.S. Treasury Regulations Section 1.170A-9T(f)(ll). All contributions to and assets ofSDF are subject to its Articles of Incorporation, Bylaws and Program Policies. SDF reserves the right to modify the terms and conditions of its Articles of Incorporation, Bylaws and Program Policies at any time. 2. Donor Advised Funds. As a community foundation, SDF may establish for its donors a "donor advised fund," which is separately identified by reference to the donor or donors. The fund is owned and controlled by SDF and the donor or persons appointed by the donor have the privilege of providing advice with respect to the fund's investments or distributions. SDF has final authority over the distribution of all grants from its donor advised funds, and reserves the right to decline or modify a grant recommendation that is not consistent with these policies or SD F's charitable purposes. Gifts to a donor advised fund are irrevocable. 3. Other Funds. In addition to donor advised funds, SDF also establishes scholarship funds (discussed below), agency funds (for the benefit of a specified charity), field of interest funds (for a specified charitable purpose) and habitat funds (to administer funds set aside to maintain ecological preserves). Gifts to these funds are irrevocable. 4. Fund Minimums. The following minimum fund balances are required to establish a fund: a. Agency Funds: $50,000 b. All Other Funds: $25,000 c. Scholarship Funds: $100,000 Scholarship fund minimum maintenance: Non-endowment fund balances that fall below the established minimum will be placed on hold for the current scholarship cycle and, if the balance minimum is not met over three successive calendar years, the fund will either be spent down or its remaining balance transferred to one of our general scholarship funds. 5. Providing Grant Advice to Donor Advised Funds. Once a donor advised fund has been established and funded, the advisor(s) named in the agreement may recommend distributions to qualified charitable organizations. (SDF staff will perform due diligence to verify that the organization is a current, qualified charity.) The following rules govern grant recommendations: a. Minimums. Each recommended grant should be for at least $250.00. b. Procedure. Unless otherwise restricted as an endowment, grants may be recommended out of the original principal, as well as accumulated investment earnings, if any. Grant recommendations can be made at any time during the year, except for designated endowment funds, which make distributions in March and/or September. Recommendations can be submitted by mail, facsimile or electronic mail. Forms and instructions for making grant recommendations will be provided upon creation of a fund, as part of an advisor orientation process. C. Grant Restrictions. The following restrictions apply to grants: i. No Indirect Benefit. Grants from donor advised funds may not be used to secure any benefit from the grantee for the donor, the advisor or any persons related to them. Docusign Envelope ID: 04D179F2-FC18-846B-8205-C4F454EBCCB0 ii. Enforceable Pledges. Grants from donor advised funds may not be used to discharge or satisfy a charitable pledge or obligation that is legally enforceable against the donor or any other person. Ill. Event Tickets. Grants from donor advised funds may not be used to pay for goods or services of value received by the donor, advisor or their family members. For example, grants may not be used to support any charitable event, including fundraising dinners, concerts, auctions, or other benefit functions when the donor would receive a return benefit, such as the benefit of being able to attend a fundraising dinner or event. Further, no grants may be used to pay for any portion of a split or bifurcated disbursement to a charity. A split or bifurcated payment refers to the splitting of a payment to a charity, such as for tickets to an event, into two parts: the deductible portion and the non-deductible portion. iv. Giving to Individuals. Donors may not choose a specific individual to receive a benefit from a grant from a donor advised fund. v. Prohibited Loans & Compensation. Donors, advisors or any related parties may not receive grants, loans, compensation or similar payments (including expense reimbursements) from donor advised funds. d. Restricted Organizations and Purposes. SDF will not approve grant recommendations that are for non-functionally integrated Type III supporting organizations; supporting organizations that provide support to organizations controlled by the donor, advisor or related persons; supporting organizations that are controlled by the donor, advisor, or related persons; private non-operating foundations; lobbying, political campaigns or other political activities; or any purpose that is not entirely charitable. e. Remedial Action. SDF will take remedial action ifit discovers that grants have been made for improper purposes. Remedial actions may include, but are not limited to, a requirement that the recipient charity return the grant and/or termination of the donor's advisory privileges. f. Anti-Terrorism Provisions. As part of the grant review process, SDF confirms the current tax- exempt status of grant recipients and utilizes third-party resources to ensure compliance with Department of Treasury, Office of Foreign Asset Control sanctions. If needed, SDF will check any recommended grant recipients against the Treasury Department's List of Specially-Designated Nationals, other U.S. and foreign government watch lists, and the IRS list of organizations whose tax exemption has been suspended under IRC Section S0l(p). SDF will not approve grant recommendations to organizations that appear on such lists. 6. Scholarship Funds. Scholarship funds may have a scholarship advisory committee. All scholarship advisory committee members must be approved by the SD F's Board of Governors prior to making the first scholarship awards and thereafter annually. The founder may participate on the scholarship advisory committee, provided that neither the founder nor the founder's designees (related parties) may chair the scholarship advisory committee or in any way control the selection process or constitute a majority of the scholarship advisory committee members. In the event the scholarship advisory committee shall cease to be in existence, the Board of Governors of SDF shall serve as the advisor of the scholarship fund. All scholarships shall be awarded on an objective and nondiscriminatory basis using procedures that have been approved in advance by the Board of Governors of SDF and that have been designed to ensure that all such grants meet the requirements of paragraphs (1), (2), or (3) of IRC Section 494S(g). 7. Income and Estate Tax Deductions. SDF does not provide any advice or assurance to its donors as to the tax treatment of amounts contri_buted to a fund. Donors are advised to seek independent advice as to tax treatment. 8. Investments. The fund advisors for endowment funds will have the assets invested in SD F's Endowment pool. The fund advisors for non-endowment funds with assets in excess of $25,000 may recommend that the assets of the fund be invested in one ofSDF's non-endowment investment pools (subject to liquidity requirements); information regarding the composition of each investment pool will be provided to the donor at the time the fund is established. Such recommendations are advisory, and SDF has final authority over the investment of assets in its funds. 9. Fees and Costs. Each fund established at SDF shall share a fair portion of the total administrative costs of SDF. The administrative cost annually charged against each fund shall be determined in accordance with the then current fee policy of SDF as the fee structure applicable to funds of its type. Administrative fees for charitable expenses will be negotiated and incurred based upon the complexity of the transaction. Charitable expenses apply exclusively to Field of Docusign Envelope ID: 04D179F2-FC18-846B-8205-C4F454EBCCB0 Interest or Special Project Funds. In addition, upon receipt of assets upon the death of a donor, a onetime estate fee will be assessed in accordance with the then current fee policy of SDF. Any costs to SDF in accepting, transferring or managing property donated to SDF for a fund shall also be paid from such fund. 10. Provision for Governing: Law. These Program Policies, all fund agreements, and any program-related agreement executed by a Donor shall be governed by California law. All gift agreements are deemed to be entered into in the State of California, and all contributions to the SDF are intended to be administered and managed in the State of California. 11. Confidentiality. All information concerning donors' or prospective donors' gifts, including names of beneficiaries, gift amounts, and other personal information shall be kept confidential unless permission is obtained from the donor to release such information. 12. Active Fund Granting: Pohcy. The San Diego Foundation Board of Governors believes that all donor-advised funds held at the Foundation should regularly make grants to nonprofit organizations to improve quality oflife in our region. All funds are required to make at least one grant during each three-year period. If no grants have been recommended for 36 consecutive months, our staff will contact the advisor(s), using all contact information available, and discuss options for grantmaking. If the advisors are unresponsive or fail to recommend a grant within 90 days, the Board of Governors of San Diego Foundation will make a grant from the fund in accordance with the fund purpose. Granting from inactive funds will come from the entirety of the distributable balance for endowed funds, and 15% of the balance for non-endowed funds. After a period of six years of no fund advisor-initiated grants, the balance of funds will revert to the discretion of San Diego Foundation. Founder acknowledges that they have reviewed and are familiar with the above "Program Guidelines" and that the Fund will be administered in accordance with such guidelines. The City of Carlsbad, a California Municipal Corporation: Name: Geoff Patnoe Title: City Manager Date: 7/14/2026