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HomeMy WebLinkAboutSustainable Santa Foundation; 2018-07-10;GRANT AGREEMENT FOR Sustainable Santa Foundation This agreement, is made on the Lol:±J day of___,,,_,..,,.LJ'-"""""""""'~~---' 201.2_, by Sustainable Santa Foundation (ORGANIZATION), a California nonprofit corpor on, hereinafter referred to as "Grantee," and the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" (the "Agreement.") City, as Grantor, agrees to provide Grantee the Grant funds awarded to Grantee during the 2018 Community Arts Grants Program in an amount not to exceed four hundred and twenty dollars ($420) ("Grant.") The purpose of the Grant is to provide funds to Grantee for the project outlined in the Agreement Scope ("Agreement Scope"). Project Title: Kids Art Smart Sustainability in Gift Making and Giving The grant provided herein is comprised of public funds. Therefore, to ensure that the public funds are used for a public purpose, in accordance with the law, the City and Grantee hereby agree to the following terms. TERMS AND CONDITIONS OF GRANT 1. TERM. The term of this Agreement shall mean the period commencing on the effective date of this Agreement and expiring on January 31, 2019. The term of this Agreement may be extended by mutual written agreement of the parties. The parties will prepare a written amendment indicating the effective date and length of extended Agreement. 2. USE OF COMMUNITY ARTS GRANTS PROCEEDS. a. Grant funds are to be disbursed as outlined in this Agreement in consideration of and on condition that the sum be expended in carrying out the purpose as set forth in the Agreement Scope and under the terms and conditions set forth in this Agreement. Grantee agrees to assume any obligation to furnish any additional funds that may be necessary to complete the Agreement Scope. b. All costs accrued for services and/or supplies prior to the execution of Agreement are not eligible for funding or reimbursement through the use of Grant proceeds. c. Eligible and ineligible costs include, but are not limited to, items detailed in the Community Arts Grants 2018 Guidelines, in the section titled Eligible and Ineligible Costs, attached hereto as Exhibit A. 3. CONDITIONS OF FUNDING AND DISBURSEMENT. City shall have no obligation to provide the Grant proceeds or to make any subsequent disbursement of Grant proceeds, and may seek reimbursement of Grant proceeds, if any of the following requirements are not fully satisfied: a. Grantee agrees to use grant funds to implement the Agreement Scope, including using the Grant funds to only cover expenditures for programs and services incurred during the Agreement Scope dates and under the terms and conditions of this Grant Agreement. b. Grantee shall certify that the Agreement Scope is within Carlsbad city limits or that the Grantee's main address is within Carlsbad city limits. c. Grantee shall complete all work in accordance with Agreement Scope, d. As reasonably soon as possible, but in no case later than thirty {30) calendar days, Grantee shall notify the City of events or proposed changes that could affect the Agreement Scope. e. The Grantee shall be responsible for the performance of the work, as set forth herein, and for the preparation of reports required by this Agreement. f. Before Grantee makes any material changes to the Agreement Scope, Grantee agrees to submit to the City, in writing, a proposal requesting changes to the Agreement Scope. 1 Grantee shall make no material changes to the Agreement Scope unless and until City formally approves the Grantee's request in writing. g. Grantee agrees to acknowledge the City's Grant consistent with the 2018 Community Arts Grants Guidelines, attached hereto as Exhibit A. h. Grantee shall provide full and timely information to the City to update staff on programs, and include naming the City in any publications and/or social media, whether in digital or print format, as opportunities arise. i. Grantee shall retain all records and supporting documentation, including expenditure receipts, applicable to the Agreement Scope and this Agreement for a period of three (3) years, and make all records and supporting documentation readily available, upon request, for inspection and/or audit by representatives of the City. 4. RETURN OF GRANT FUNDS. Any determination, by the City, of noncompliance with activities and expenditures outlined in the Agreement Scope without prior notice and express approval by the City, upon demand by the City, Grantee agrees to return to the City the amount requested by the City, up to and including an amount equivalent to the full Grant award. Failure of the Grantee to comply with the terms of this Agreement shall not be the cause for return of Grant funds if, in the judgement of the City, such failure was due to no fault of the Grantee. In such case, any amount required to settle, at minimum cost, any irrevocable obligations properly incurred shall be eligible to be paid by Grant funds. 5. REQUIRED REPORTS. Failure to complete the following reports may render the recipient ineligible to receive the full and final payment of the Grant award. a. Submit a Revised Project Form, as required per the 2018 Community Arts Grants Guidelines, attached hereto as Exhibit A, within thirty (30) days of Grant award notification. b. Submit a Final Report including all required attachments by completing the designated form to the City the earlier of thirty (30) calendar days after the Agreement Scope end date or, January 31, 2019, whichever is earlier. Grantees in noncompliance with the above reporting requirements agree to return some or all of the initial Grant payment if requested by the City. Additionally, if Grantee is found to be in noncompliance, Grantee agrees that for the year immediately following a determination of noncompliance, Grantee shall be ineligible to receive any new grants from the City. 6. DISBURSEMENT OF GRANT FUNDS. The Grant amount to be provided to the grantee, under this Agreement, may be disbursed as follows: a. First payment of 80 percent of Grant will be disbursed upon approval of Revised Project Form as applicable, and receipt of fully executed contract. b. Final payment of 20 percent of Grant will be disbursed upon receipt of Final Report and approval by City staff. c. Any payment of a Grant amount in excess of the final Project costs shall be returned to the City within 60 days of completion of the Agreement Scope or the Project end date, whichever is earliest. 7. PROJECT CANCELLATION. a. If a Grantee wishes to cancel a Project at any time, Grantee shall notify the City in writing within fifteen (15) calendar days of the decision to cancel and Grantee, at the time it provides the City with notice of cancellation, shall return all Grant funds to the City. b. In the event an approved Agreement Scope cannot be completed for any reason, and if Grant funds were disbursed to Grantee, Grantee agrees to return all Grant funds to the City forthwith. 2 8. PROJECT MODIFICATION OR TERMINATION. a. Grantee may unilaterally rescind this Agreement at any time prior to the commencement of the Project, or prior to first disbursement of funds. After Project commencement, as outlined in the Agreement Scope, or disbursement of Grant funds, this Agreement may be rescinded, modified or amended only by mutual agreement, in writing, of both the City and Grantee. 9. LOSS OF GRANT. At the discretion of the City, the following actions may result in a loss of all or in part of any Grant amount allocated to the Grantee: a. A Grantee fails to enter into a signed Agreement with the City within sixty (60) calendar days of receipt of the Agreement. b. Activities associated with Grantee occur that do not align with activities described in the Agreement Scope, including, but not limited to, reduction in services, significant alteration of Agreement Scope elements, such as performers, artists or attendees, or significant changes in budget income, expenses or line item designations from Grantee's budget, included in the Agreement Scope. c. A Grantee withdraws or terminates the Agreement Scope. d. A Grantee fails to complete the Agreement Scope and/or fails to submit all required reports and/or documentation before January 31, 2019. 10. COVENANT AGAINST DISCRIMINATION. Grantee agrees that neither it nor its agents shall discriminate against any clients, prospective clients, employees, prospective employees, contractors, or prospective contractors on the basis of race, color, religion, sex, national origin, age, disability or familial status. 11. NOTICES. a. The names and addresses of the persons who are authorized to give written notices to receive written notice on behalf of City and on behalf of Grantee under this Agreement. b. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. For Grantee: Sustainable Santa Foundation Attn: Richard Eckfield 908 Maninito Madrigal, Unit J Carlsbad, CA 92011 Email: hrecknielsen@att.net (' z~;~~L~cgf(~ 3 For City: City of Carlsbad Library & Cultural Arts Director 1775 Dove Lane Carlsbad, CA 92011 12. INDEMNIFICATION. Grantee hereby agrees to defend, indemnify, and hold free and harmless the City, its officers and employees, against any and all claims, damages, losses, costs (including but not limited to attorney's fees) and liabilities of any kind arising directly or indirectly out of, or related in any way whatsoever to the provision of Grant proceeds. 13. NO PARTNERSHIP OR JOINT VENTURE. The relationship between City and Grantee is solely that of Grantor and Grantee. Under no circumstances shall City and Grantee be deemed to be partners or involved in a joint venture. 14. MODIFICATIONS. This Agreement may not be modified or amended except by written document executed by a duly authorized representative of both the City and the Grantee. 15. GOVERNING LAW. This Agreement shall be construed in accordance with and be governed by the laws of the State of California. Venue, in the event of a dispute, shall be in the North San Diego County Superior Court. 16. SEVERABILITY. In the event that any provision or clause of this Agreement conflicts with applicable law, such conflict shall not affect other provisions of this Agreement, which can be given effect without the conflicting provision. To this end, the provisions of this Agreement are declared to be severable. 17. DRAFTING AMBIGUITIES. Grantee understands that it is aware that it has the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and that the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of Grantee. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which either Party participated in the drafting of this Agreement (Remainder of Page Intentionally Left Blank) 4 18. SIGNING AUTHORITY. The representative for each Party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. ~It._µ A-, 2. () £ CV-r:: 1 £cj) (Print name/Title)'lrkrfP~ ,-~..;,vwci,u,'( ~CL..Et-..-< iJ I./~, ,-..,1;,. A ,e c. k }1 , -e.. I s~Y'@ ,rl_ tf-: -n,d-ATTEST: (Email address) (Date) CITY OF CARLSBAD, a municipal corporation of the :~::rnia By: ~ fi~l{j/) HEATHER PIZZUTO Library & Cultural Arts Director **By:M <> t\.)"'---1 ~ °" ~ARBARA ENGLESON u-City Clerk (2nd signature here) \-\ ~l e_ \\J \\J : 'E'._ \ s. (:_ \\) (Print name/Title) h ~ -e '-l-< :>t • e ( s ~"h ~ 6-. ..ft-. n e t- (Ema ii address) ?o ,E, (Date) If required by City, proper notary acknowledgment of execution by contractor must be attached. ~ Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ~:~IA t!i!f Cit,ttorney Assistant City Attorney "I -Vis [<~ Date 5 EXHIBIT "A" SCOPE OF GRANT Itemized list of what Grantee will complete to satisfy grant funding. Items which may be included in this section: 1. Required -Completed Community Arts Grants Special Opportunities 2018 Application 2. Required -Community Arts Grants 2018 -Project Budget Information 3. Required -Community Arts Grants Special Opportunities Guidelines 2018 CAG 2018 Special Opportunities APPLICATION Reference# Status Login Usemame Login Email What kind of organization is applying for the grant? Are you a first time applicant to any City of Carlsbad Cultural Arts Office grant program? Fiscal Agency Organization Name Street Address Address Line 2 City State Zip Code First Name Last Name Title Phone Number Email Address Applying Organization, Group or Artist Name Street Address Address Line 2 City State Zip Code Organization Website 9562266 Complete SustainableSanta hrecknielsen@att.net Arts Organization or Educational Institution & Affiliated Groups (schools, booster clubs, etc.) No Sustainable Santa Foundation 908 Caminita Madrigal Unit J Carlsbad California 92011 Richard Eckfield Founding Executive Director 760 602-9906 hrecknielsen@att.net Sustainable Santa Foundation 908 Caminita Madrigal Unit J Carlsbad California 92011 http://www.nutritionhub.org/ambassadors/sant al Organization Mission Statement First Name Last Name Title Phone Number Email Address Have you applied and received any other City of Carlsbad funding for projects taking place within the 2018 calendar year? Have you received any funding from the City of Carlsbad in the past (2017 or prior)? Project Name Project Summary Please outline all dates of the project, including start and end dates, event dates, etc. To utilize the image and message of Santa Claus to take steps and present educational material at events which promote a culture among children and adults with a focus on eating a healthy diet centered around eating real food and to promote living a sustainable and art-filled lifestyle. Richard Eckfield Exdcutive Director 760 602-9906 hrecknielsen@att.net No No Kids Art Smart Sustainability in Gift Making and Giving Promoting a sustainable lifestyle in children is part of the mission of the Foundation. Our education classes teach children how to make Holiday Gifts using material grown or gathered from the Garden; from the Forest; from the Seashore; or from the kitchen. Though these events kids build social, emotional and intellectual strength as they use their creativity -within the guidance provided -to make as opposed to just purchasing keepsake art pieces which friends and family will treasure for a lifetime. A series of events are planned for the Fall with the Agua Hedionda Lagoon Foundation. Additional events will be conducted within Carlsbad depending on the resources available. Requested Funding Amount 420 Expected total number of participants and/or 500 audience attendance. What makes this project distinctive? What are the goals (outputs and/or outcomes) of the project? It teaches children the joy of making art using naturally available materials. This can have a profound impact on curbing the "culture of consumerism" which currently predominated in America. It also stimulated the neurotransmitter of serotonin as the child finds true joy in the accomplishments they are able to achieve. The "sustainability" component of our mission - of which this activity is part of -is part of our goal to fundamentally change a culture of American children to one whereby they will be "Healthy, Happy and Fit for Life." Are there any partners participating in your Yes project? This would include non-staff artists, personnel or organizations other than the applicant who are an integral part of the project. Provide names and a brief description of roles of any partners in the project. Upload resumes/biographies/mission statements for any partnering individuals or organizations to your project. Please upload any other supplemental information you would like to share (links to videos, photos, print materials, etc.) Optional. Please download, complete and submit the Project Budget Form. Be sure to include the name of your organization in the title, and the file name.The Project Budget Form can be downloaded HERE, or on our website. Signature of authorized representative from applying entity: Name and Title of Signatory Last Update Start Time Finish Time The Agua Hedionda Lagoon Foundation SKM_C224e1804270941 0.pdf (58k) 12_Handout_ The_Sustainable_Santa_Foundat ion_a_501 _c_3.docx (194k) Kids_Art_Smart_Grant_Budget.xlsx (15k) Richard Eckfield Executive Director 2018-05-14 15:42:58 2018-05-14 15:27:30 2018-05-14 15:42:58 IP Browser OS Referrer 71.154.208.52 IE Windows https://fs9.formsite.com/res/formloginReturn Sustainable Santa Foundation PR (lJ E 0 u C: "O (lJ C: ... ro UJ (lJ E 0 u C: "O Q) C: ... ro Q) C: :::, OJECT INCOME Admissions G ifts/Mercha nd ise/ Concessions Advertising Other Subtotal Earned Income Private Individual Public Support Applicant Cash CAG Request Amount Other Other Subtotal Unearned Income Cash $0 Cash $200 $420 $620 INCOME TOTALS! $620 COMMUNITY ARTS GRANTS 2018 -PROJECT BUDGET INFORMATION PROJECTED-APPLICATION ACTUALS -FINAL REPORT Notes Cash Notes Subtotal Earned Income $0 Notes Cash Notes Contributed materials for use in classes To cover printing material used in the teaching sessions and some of the material preparations Subtotal Unearned Income $0 $0 Sustainable Santa Foundation COMMUNITY ARTS GRANTS 2018 -PROJECT BUDGET INFORMATION PROJECTED -APPLICATION ACTUALS -FINAL REPORT p ROJECT EXPENSES Cash Notes Cash Notes Project Staff (non-artist) Project Artist(s) or Arts $0 Instructors serve without compensation. lnstruct or(s) Educational Materials/Printing $320 Prininnng of booklet showing instructions for producing art projects, Made available to pa rticipants Costumes/Props Sets Supplies Licensing/Royalties Rentals (space and/or other) Transportation Food & Beverage Marketing/Promotion/ Publicity Fiscal Age ncy Fee Other $100 Purchase of some material or preparation of it for use in classes i.e. the Spoons or preparation of tree slabs. Other Other EXPENSES TOTALS ! $420 $0 Sustainable Santa Foundation COMMUNITY ARTS GRANTS 2018 -PROJECT BUDGET INFORMATION IN PROJECTED -APPLICATION -KIND Value Notes 1wn11e we ao not compensate our instructors, mey ao nave lnstrutors $700 value and give of their time instead of "selling" their services as 1::i c~n•~ ~n-4 I ~-4, <::in •~ Materials gathering and wn11e materials sucn as tne oyster sne11s ana otner items $200 gathered along the seashore are "free for the gathering" they preparations. lh ~ .. n tr, ho a:,•hnM,l :>nn ~~NO ~ .. ~·,,~hln '-· tho rh:l,l,nn in +hn IN-KIND TOTALS I $900 Budget Notes: For application, fill out only green. For final report, fill in blue. You will only be able to fill out the cells highlighted in green or blue. The budget must balance. Total income must equal total expenses. Round all budget figures to the nearest whole dollar. Enter a '0' in any cells that you don't have an amount to add. ACTUALS -FINAL REPORT Value Notes I $0 Please give detailed descript ions for each line item in the notes column. For example, if your total admissions is $1,000, enter "4 shows, 50 attendees, $5 each." Please insert your organization name in the top right header. ' INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: AUG O 8 2016 SUSTAINABLE SANTA FOUNDATION 908 CAMINITO MADRIGAL UNIT J CARLSBAD, CA 92011-0000 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 81-3403734 DLN: 26053616001936 Contact Person: CUSTOMER SERVICE Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 30 Public Charity Status: 509 (a) (2) ID# 31954 Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: June 21, 2016 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c) (3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c) (3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, thee-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c) (3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 5436 • • SUSTAINABLE SANTA FOUNDATION -2- Jeffrey I. Cooper Director, Exempt Organizations Rulings and Agreements Letter 5436 ARTS-PB- 501(c)(3) Articles of Incorporation of a Nonprofit Public Benefit Corporation '3916lJ19· To form a nonprofit public benefit corporation in California, you can fill out this form or prepare your own document, and submit for filing along with: -A $30 filing fee. -A separate, non-refundable $15 service fee also must be included, if you drop off the completed form or document. Important! California nonprofit corporations are not automatically exempt from paying California franchise tax or income tax each year. A separate application is required in order to obtain tax exempt status. For more information, go to https://www.ftb.ca.gov/businesses/exempt_organizations or call the California Franchise Tax Board at (916) 845-4171. FILED Secretary of State State of California JUN 1 0 2016 ,r./L Note: Before submitting this fonn, you should consult with a private attorney for advice about your specific business needs. This Space For Office Use Only For questions about this form, go to wvvw.sos.ca.govlbusinesslbelfiling-tips.htm Corporate Name (List the proposed corporate name. Go towww.sosca.gov/business/be/name-availability.htm for general corporate name requirements and restrictions.) CD The name of the corporation is S' l{ > f-tt. ; Y'.14 b / e S tl" -1--t ,j.-q \.::-O u ~ d c... +-<-~ Corporate Purpose (Item 2a: Check one or both boxes. Item 2b: The specific purpose of the corporation must be listed if you are organizing for "public" purposes, or if you intend to apply for tax-exempt status in California.) ~ a. This corporation is a nonprofit Public Benefit Corporation and is not organized for the priva.!!_g~n of any person. It is organized under the Nonprofit Public Benefit Corporation Law for: D public purposes. l..tf"" charitable purposes. b. T,he specific P,Urpose of this corporation is to Si,P pev-'r-t ~t -n.VVI -bq.,-i LS:c\a::1 ,"'£~ e.:wcl-t, !24-u~ ,'/ 0-~,''Vl-(Cih~ tl-Cf--((/L\---t..£-i l<-'-'d ~~b Cu,0-C::f-ic_.vrl-e,f)(~ c:lcC-+t:._.,h..t.,, Vl-'I.¾-~ -fv ,;,,,.,.fk~ flu ~b Servl~ltf,~t~s L(c:iifficafro'm'iR Ms~or frnicWe'i ~O~co~atln lif taritfiM;"f fha~e&b: ~~r~nirtal ';ge~t'fu saccep{te~f~ cf-r i(faiif~ in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a 1505 corporation as the address for service of process is already on file.) @ a. Br c.l-+A-e..Q E Ck' Ft i~ u'> Agent's Name b. 'j'oB 0 Ch·l,,v\ ;· vt ~ h., CA q· 20'( ( Agent's Street Address (if agent is not a corporation) -Do not lisTa P. 0. Box City (no abbreviations) State Zip Corporate Addresses © a. 1 o& 7 Cct. °V'-"\ I 'v\ \ to l'-1(tzdv"( ~~( (~u/(~ ha.J: Initial Street Address of Corporation-Do not list a P. 0. Box ~ City (no abbreviations) CtJ.-. 12-d {( State Zip b. Initial Mailing Address of Corporation, if different from 4a City (no abbreviations) State Zip Additional Statements (The following statements are required to obtain tax exemption from the Internal Revenue Service or the California Franchise Tax Board under Internal Revenue Code section 501 (c)(3). Note: Corporations seeking other types of tax exemptions should not use this form.) (K) a. This corporation is organized and operated exclusively for the purposes set forth in Article 2a hereof within the meaning of Internal Revenue Code section 501 (c)(3). b. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence le9islation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. c. The property of this corporation is irrevocably dedicated to the purposes in Article 2a hereof and no part of the net 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. d. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code section 501(c)(3). This form must be signed by each incorporator. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of these articles of incorporation. ~ -~{£e,c;.d~,f! LLdL/ "(2' e-µ-A.ic.. ~ Ec,k F ( ,z L CJ /Jncorporator -Sign here \) Print your name here Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee. By Mail Secretary of State Business Entities, P.O. Box 944260 Sacramento, CA 94244-2600 Corporations Code§§ 5130-5132 et seq., Revenue and Taxation Code§§ 23151 et seq. and 23701 et seq ARTS-PB-501(c)(3) (REV 06/2013) Drop-Off Secretary of State 1 1500 11th Street, 3rd Floor Sacramento, CA 95814 2013 California Secretary of State www.sos.ca.gov/businessite ;/.)~ .... I~'.: .. :· ·r,,,_. : l1ere1Jy carttfy thalthe toregcing !~.. '.,\ transcnptof _____ page(s) :!~~ · :. ,s a full, true and correct copy of the t~-~ r /Y original record in the custody of the \~;;t·/ California Secret.iry of State's office. JUN 1 6 2016 ~ ,)ate; ___ .. ___ •. _ _ _______ _ a~S{~.JtL ·\LEX PAOIL LA, Ser.fAtary of State Charter Sustainable Santa Foundation Articles of Incorporation of the Sustainable Santa Foundation The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of California, do hereby certify: First: The name of the Corporation shall be The Sustainable Santa Foundation. Second: The place in this state where the principal office of the Corporation is to be located is the City of Carlsbad, San Diego County. Third: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows: Richard Eckfield Address 908 J Caminita Madrigal, Carlsbad, CA 92011; Helen Nielsen Address:908 J Caminita Madrigal, Carlsbad, CA 92011: Tamara Goff Address: 711 So Perkins Road, Memphis, TN 38117 Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. Sixth: The purpose of this corporation, as to be further defined in its bylaws, shall be to utilize the image and message of Santa Claus, Mrs. Santa Claus and Santa's Elves and helpers to take steps, conduct research, and present educational material and events which promote a culture among children and adults with a focus on eating a healthy diet centered around eating real food (as opposed to fast food, junk food and processed foods) and to promote living a sustainable lifestyle leading to the goal of helping children be Healthy, Happy and Fit for Life. Seventh: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Eighth: Fiscal Tax Year for the Sustainable Santa Foundation shall end June 30 of each year, beginning in 2017. In witness whereof, we have hereunto subscribed our names th:~~ May, 20~ c:£ ~ Richard Eckfield Founding Executive Director and Trustee 1/ «~/ c Helen Nielsen, Trustee Tamara Goff, Trustee__ · .. ~