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HomeMy WebLinkAboutS Triangle Community Foundation - Form Creating an Agency Fund rA re triangle community FORM CREATING AN AGENCY FUND `U/FOUNDATION Orange County, NC ("Donor") hereby transfers to Triangle Community Foundation ("Foundation") the sum of $10,000 for the purpose of establishing an Agency Fund ("Fund"). This Fund shall be known as the Orange County Community Giving Fund and shall be administered by the Foundation for the benefit of Orange County, NC ("Agency"). The Orange County Board of Commissioners ("BOCC") hereby authorizes the following the Community Fund Management Team to give instructions concerning the Fund as provided in the Concept Plan attached hereto and incorporated herein as Exhibit A. AGENCY CONTACT INFO ADDRESS 200 S. Cameron Street, P.O. Box 8181 CITY/STATE/ZIP Hillsborough, NC 27278 PHONE (919) 245-3306 EMAIL fclifton @orangecountync.gov WEBSITE http://`orangecountync.gov The Fund shall be: ❑ Endowed X Nonendowed For Endowed Funds:The Fund will be maintained by the Foundation as a permanent endowment as defined by the North Carolina Uniform Prudent Management of Institutional Funds Act (UPMIFA). A percentage of the Fund (currently 5%), as set forth in the Foundation's written spending policy, shall be available, not less frequently than annually, for charitable purposes subject to the policies and schedule of fees adopted by the Foundation for investing and administering the Fund as it may change from time to time. The percentage shall be distributed first from Fund net income and th6n, if necessary, from Fund principal. Unless otherwise directed below, the Foundation shall allow the quarterly spending allocation to accumulate until distributions are requested by the Donor(s). Distributions in excess of the Foundation's written spending policy may be made to the Agency only as determined by the Board of Directors of the Foundation in accordance with UPMIFA and applicable Foundation policy, upon request by the governing board of the Agency. The Foundation is requested to apply the following treatment to the above-named fund's spendable balance: 1. _Allow quarterly spending allocation to accumulate (default) 2. _Reinvest quarterly spending allocation to principal balance 3. _Remit quarterly spending allocation directly to Agency(minimum $250 grant) 4. Other: For Nonendowed Funds: Net income and principal shall be available for charitable purposes, subject to the policies and schedule of fees adopted by the Foundation for investing and administering the Fund as it may change from time to time. The Fund will be administered for charitable purposes in accordance with the "Policies Governing Agency Funds," a copy of which has been provided to the undersigned and is incorporated by reference into this agreement. Gifts may be added to the Fund at any time by Donor or others. The Board of Directors of the Page 1 1 i c Foundation has complete legal and fiduciary control of assets of the Fund, including, but not limited to, full authority and discretion as to the investment and reinvestment of the assets. The Foundation shall manage and invest the Fund as provided in the Orange County-Triangle Commmunity Foundation Agency Fund Management Agreement attached hereto and incorporated herein as Exhibit B. The Fund and all funds therein shall be administered by the Foundation subject to its Charter and Bylaws, including the power contained therein for the Board of Directors of the Foundation to modify any restrictions or conditions if in their sole judgment (without the approval of any trustee, custodian, or agent) such restriction becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the area served by the Foundation. The Fund shall be a component part of the Foundation and that nothing in this document shall affect the status of the Foundation as an entity which is a qualified charitable organization. It is further understood and agreed that in the event there are liabilities associated with assets given to this Fund, such liabilities become liabilities of this Fund only and not of the Foundation or of any other component Fund.This document shall be interpreted in a manner consistent with the foregoing intention and so as to conform with the requirements of the Internal Revenue Code and any regulations issued pursuant thereto applicable to the intended status of the Foundation. Triang mmunity Foundation 01-02-2013 Name o A tho ' d Sta Date President Title Agency f Chair, of C y Jaco ty mision rs Date Print name: Barr NOTE:These instructions shall remain in effect until superseded by a written request to Triangle Community Foundation and signed by a person authorized above. Page 12 EXHIBIT—A ORANGE COUNTY COMMUNITY GIVING FUND CONCEPT PLAN 1. Objective: The Concept Plan for the County's Community Giving Fund(the "Fund")reflects the County's experience to date with donations. They are typically smaller and focused (or "earmarked")rather than general in nature and totaling tens of thousands of dollars. The Fund is designed to receive, record and routes these funds, while affording Orange County the opportunity to encourage giving to public services in a holistic way. 2. Community Giving Fund Management Team: a. Triangle Community("TCF") Foundation shall be responsible for managing and investing the Fund and its assets. b. Distributions from the Fund will be managed for Orange County by the Community Fund Management Team (the "Team") consisting of the County Manager, the County's Chief Financial Officer, the County's Director of Public Affairs, and two Department Directors appointed by the County Manager. c. The Team will be chaired by the County Manager or by a member of the team designated by the County Manager. 3. Team Responsibilities: a. The Team will provide general oversight for the agency fund or funds administered for the County by TCF. b. The Team shall ensure that the funds are withdrawn and distributed from the Fund in accordance with accepted County processes and procedures regarding budgeting and governance. c. The Team will communicate and coordinate with the TCF. d. As a member of the Team,the Public Affairs Director will coordinate with TCF with regard to marketing efforts and materials and assure conformity with the terms of the Agency Fund Management Agreement attached as Exhibit B to the Agency Fund Agreement. 4. Fund Distributions: a. Donated monies will be managed through the County's established budgetary process and procedures. Specifically, funds will be moved from the agency fund managed by TCF into the specific line items within various departmental budgets through the standard procedures for amending a budget. b. The movement of monies shall be governed by the County Financial Services and personnel, subject to recommendation of the County Manager and the final approval of the Board of County Commissioners (`BOCC"). c. Department Directors shall be responsible for identifying services and activities for dedicated giving. Department Directors may recommend specific giving targets to the County Manager who, in turn, recommends these to the BOCC through the established agenda process. Department Directors may make recommendations for fund distribution on an as needed basis. d. Donations may be made to general county services and/or specific services or projects. Only approved targets would be included in the County's listing of giving targets. The Team would review these donations to make informed and appropriate recommendations for acceptance and use to the BOCC. 5. Reporting: a. The Team will prepare an annual report and submit an annual to the BOCC. Among other things,the annual report will show the total amount of giving; the breakdown of gifts among giving targets and general county services; and the balance of funds overall and within specific categories of giving. The report will be presented to the BOCC and also made available in other ways to ensure that the Fund is operating in a transparent and accountable manner. b. On the basis of the review of activities over the last year and input from the Team and Department Directors,the Manager may recommend the addition or subtraction of specific targets,to keeping these relevant and up-to-date and to ensure that they mirror the dynamic public services provided by Orange County. 6. Donor Recognition: a. At the time of presentation of the annual report to the BOCC,the County may recognize donors for their gifts. In the context of the annual report, donors can be more publically thanked for their generosity and support of specific services. b. The County may also acknowledge the generosity and concern of residents and others concerned with the quality of life in Orange County to increase about the Orange County's Community Giving Fund,thereby enhancing community support. 7. Amendments: a. This Concept Plan may be reviewed and updated as needed by the County Manager and the Community Fund Management Team. EXHIBIT- B ORANGE COUNTY AGENCY FUND MANAGEMENT AGREEMENT This Agency Fund Management Agreement("Agreement")made and entered into this the day of , 2013 ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina(the "County") and Triangle Community Foundation (the" Foundation"). In consideration of the representations, warranties, covenants and agreements herein, the parties agree as follows: A. Purpose The purpose of this Agreement is to describe and set forth the terms and conditions pursuant to which THE FOUNDATION will provide investment management and other services with respect to the agency fund created by the County. B. Agency Fund Creation County shall establish a Non-Endowed Agency Fund known as the Orange County Community Giving Fund (the "Fund") for the benefit of the County and its Departments providing services to the residents of the County (the "Charitable Designees"). The County shall make an initial contribution in the amount of Ten Thousand Dollars ($10,000)to create the Fund. The County may make additional contributions to the Fund from time to time or create additional agency funds in its sole discretion and upon written notice to the Foundation. Gifts may be added to the Fund at any time by others interested in supporting the various community projects and services provided by the County ("Donors"). Any and all of the assets contributed by the County or its donors and all accretions thereto shall become the assets of the Foundation for the benefit of the County and its Charitable Designees. C. The Foundation's Responsibilities 1. Acknowledgment and Receipt of Fund Contributions: The Foundation shall acknowledge all contributions to the Fund from the County and Donors whether in the form of real or personal property including cash, checks, online contributions, stocks and bonds. The Foundation shall review and make a determination on all potential gifts before acceptance or rejection. The Foundation shall provide each Donor a tax acknowledgement verifying that no goods or services were provided in exchange for the contribution to the Fund. The Foundation shall inform the County about any contribution designations made by the Donors while contributing to the Fund. To the extent the Foundation has capacity to do so, the Foundation shall note in its records any donor designated tax-exempt purpose of the contribution. 2. Management of Fund Assets and Standard of Care: the Foundation shall maintain the Fund as a Non-Endowed Agency Fund. The Foundation's Board of Directors shall have full authority and discretion as to the investment and reinvestment of the assets of the Fund. During the term of this Agreement, the Foundation shall have the power to sell, transfer or otherwise dispose of the Fund assets, and may invest and reinvest the Fund assets in securities, investment i pools, investment trusts and other investment vehicles. It is understood and agreed that the Fund and all assets therein shall be administered by the Foundation subject to its Charter, Bylaws and policies, including the power contained therein of the Board of Directors of the Foundation to modify any restrictions or conditions if in their sole judgment(without the approval of any trustee, custodian, or agent) such restriction becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the area served by the Foundation 3. Fees: the Foundation shall assess the Fund an annual administration fee of one percent (1.0%) of the Fund balance, with a minimum annual fee of three hundred Dollars ($300.00). The Fund shall also be charged investment management fees separate from the Foundation's administrative fee. Investment management fees include custodial, consulting, and asset manager fees depending on the investment portfolio. Investment management fees are embedded in all portfolio returns; investment performance is reported net of investment manager fees. 4. Fund Distributions: The net income and principal of the Fund, after deducting the expenses of investing and administering the Fund shall be available for withdrawal upon request by the County. Withdrawals from the Fund can only be effectuated by a letter of application signed by the Chair of the Community Fund Management Team. 5. Limitations: The Foundation will not accept gifts if, in the opinion of the Foundation such gifts are made to influence, or have the appearance of attempting to influence, the Directors of the Foundation, the members of the Community Fund Management Team or the Board of County Commissioners, or are not of a philanthropic nature. To this end the Foundation may request that donors disclose any business they have with the members of the Community Fund Management Team or the Board of County Commissioners before accepting the gift. The Foundation shall keep this information confidential and will only be used to determine the acceptability of a potential gift. The County understands and acknowledges that the Foundation cannot raise funds directly for this or any other Fund created in the Foundation. However, the Foundation shall be available to provide technical assistance to effectuate a contribution of complex assets once a potential donor has been identified by the County. 6. Accounting and Reporting: The Foundation shall provide the County with a record of the contributions, investments, and transactions in the Fund through a quarterly mailed fund statement. The County will have access to an online, password protected portal to check fund activity on a daily basis. D. The County's Responsibilities 1. Branding and Marketing: The County shall be responsible for branding and marketing the Fund and soliciting donors. The County shall plan and execute a recognition policy and program for donors. In order to comply with the Foundation's policies and standards, the County will submit to the Foundation for review and approval all public relations materials (including but not limited to brochures, press releases, promotional materials, inserts, commercials for radio or television) associated with the Fund. All volunteer or professional fundraisers hired by the County and associated with the Fund will meet with the Foundation for an orientation on the Triangle Community Foundation and the Fund before soliciting funds. 2. Use of Fund Distributions: The County shall ensure that Fund distributions are authorized by the Community Fund Management Team through the County's budget amendment process or other procedures authorized by the Board of County Commissioners. The County shall utilize grants from the Fund for the donor designated tax-exempt purpose only. Grants will not be diverted or borrowed for other tax-exempt or non-tax exempt uses within the County. Proceeds from the Fund shall not be used to replace or supplant local tax-supported governmental funding. 3. Conflicts of Interest: Each County employee whose duties relate to the Fund shall keep a clear"arms length"relationship with the Fund and potential donors to avoid any appearance of impropriety or conflict of interest which could result in personal gain in any disbursement from the Fund. The County reserves the right to reject any gifts that may present a conflict of interest or appear to influence a party or entity affiliated with the Fund that is not philanthropic in nature. 4. Additional Funds: The County may create additional-funds which may be designated for a particular tax-exempt purpose. E. Standard of Care The Foundation acknowledges that this Agreement places it in a fiduciary relationship with the County. As a fiduciary, the Foundation shall discharge each of its duties and exercise each of its powers under this Agreement with the competence, care, skill, prudence and diligence under the circumstances then prevailing and that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. In addition, it is understood and agreed that the fund shall be administered in accordance with all applicable state laws and tax legislation. F. Fund Termination The C ounty may terminate the Fund at any time with written notice to the Foundation. In the event of termination, the Foundation shall distribute to the County 90 percent of the total fund balance immediately and the remainder upon the close of the next immediate financial period. Upon the complete delivery of all the Fund property to the County,the Foundation shall have no further responsibility to perform further investment management or other services described in this Agreement. In the event the Foundation loses it 501(c)(3)tax exempt status, the Fund and all assets in the Fund shall automatically transfer to an organization that can accomplish the charitable purpose of the Foundation, unless terminated by the County. G. Additional Provisions 1. Amendments: This Agreement may be amended or modified in whole or in part only by an instrument signed by the authorized representative of the County and the Foundation. 2. Governing Law: This Agreement and the rights and obligations of the parties hereunder shall be governed and construed in accordance with the laws of the State of North Carolina. It is intended that he Fund shall be a component part of the Foundation and that nothing in this Agreement shall affect the status of the Foundation as an entity which is a qualified charitable organization. This Agreement shall be interpreted in a manner consistent with the foregoing intention and so as to conform with the requirement of the Internal Revenue Code and any regulations issued pursuant thereto applicable to the intended status of the Foundation. 3. Assignment: This agreement cannot be assigned. 4. Confidentiality: All information furnished by the County to the Foundation shall be treated as confidential and shall not be disclosed to third parties, unless generally known or otherwise publicly available and except as required by regulatory agencies or otherwise by law. 5. Term, Termination: This Agreement shall become effective upon the creation of the agency fund contemplated by the County and as of the Effective Date listed above, whichever is later, and shall remain in effect until the fund is closed pursuant to the Foundation's policies. 6. Relationship of the Parties: This Agreement does not create a partnership,joint venture or similar relationship between the parties. Neither party may bind the other to third parties. The parties will not contend otherwise or try to enforce any contrary intention. 7. Notices: Required communication to the other party must be in writing and addressed to the following person(s): If to the County: If to the Foundation: County Manager Lori O'Keefe 200 S. Cameron Street President P.O. Box 8181 324 Blackwell Street, Suite 1220 Hillsborough,NC 27278 Durham,NC 27701 8. Benefit: This Agreement is for the benefit of the parties and only parties may enforce this Agreement. 9. Waiver: The failure of either party to exercise any right,power or remedy provided under this Agreement or otherwise available at law or in equity, or to insist on compliance by the other party with its obligations hereunder, any custom or practice at variance with the terms of the this Agreement, shall not constitute a waiver by such party of its rights or remedies pursuant to this Agreement. Any of the terms or conditions of this Agreement may be waived in writing at any time by the party that is entitled to the benefits thereof. 10. Construction and Severability: whenever possible each provision or portion of any provision of this Agreement shall be construed in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be valid and binding upon the Parties. 11. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 12. Entire Agreement. The terms of this Agreement shall be subject to the Foundation's Charter, Bylaws and policies which are specifically incorporated herein. This Agreement with the attachments and exhibits represents the entire and integrated agreement between the County and the Foundation and supersedes all prior negotiations, representations or agreements, either written or oral. IN WITNESS WHEREOF, the parties through their duly authorized officers have executed this Agreement as of the date first written above. ORANGE COUNTY: TRIANGL COMMUN OUNDATION` By: By: Barry Jacob Lori efe Orange C ty d of mmissioners Presid This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. A Ate, Office of the Finance Director �• triangle community INITIAL INVESTMENT SELECTION FORM L'qWPFF0L1NDATl0N FOR AGENCY FUND FUND NAME: Orange County Community Giving Fund Funds are created at Triangle Community Foundation as either endowed or nonendowed. Endowed funds are permanent funds invested for the long-term in a diversified portfolio of publicly traded stocks, hedge funds, real estate, private equity, bonds and cash. Endowed funds are operated under a spending policy set by TCF and guided by the North Carolina Uniform Prudent Management of Institutional Funds Act (UPMIFA). Currently up to 5%of an endowed fund's value is available for distribution in the form of grants on an annual basis. Nonendowed funds do not have a limitation on distributions and therefore have cash flow needs requiring greater flexibility. Our Nonendowed Portfolio has both Equity Oriented and Fixed Income Oriented Portfolios. And assets can also be held in pass-through funds that are not exposed to the stock and bond markets. Investment policies and investment managers are recommended by the Foundation's Investment Committee and are approved by the Foundation's Finance Committee. These two committees are also responsible for monitoring performance. Performance numbers can be obtained by contacting the Foundation or visiting its website at www.trianglecf.org. Investment Options: please select from either our Endowed or Nonendowed Portfolio Options: Endowed Under our present investment strategy, the Foundation has one endowed portfolio. Because we can predict the cash distributions required of endowed funds (5%), assets in the Endowed portfolio can be invested in a greater range of asset classes, some of which are less liquid than others, but help balance risk and return more effectively. ❑ Endowed Portfolio (60%equities-20%fixed -20%alternatives) Nonendowed Fundholders of nonendowed assets may choose between several portfolios. The Equity-Oriented portfolio closely mirrors the Endowed portfolio, but does not have any exposure to alternative investments since we do not know the cash distribution needs of nonendowed funds and therefore need to preserve liquidity. Nonendowed fundholders have the opportunity to change their investment option once a year. For fundholders who are risk-averse, the Foundation offers pass-through funds which are not exposed to the stock and bond market. Any income earned is absorbed by the Foundation in lieu of administrative fees. ❑ Pass-through Fund (not invested) ❑ Fixed Income Oriented Portfolio (30%equities-70%fixed) ❑ Equity Oriented Portfolio (75%equities-25%fixed) 1 The undersigned,on behalf of the Agency)acknowledge and agree that: 1. Triangle Community Foundation may at any time, at its sole and absolute discretion, change the asset allocation or asset manager(s) of the investment portfolios. 2. The investments will be administered in accordance with the investment policy statement of Triangle Community Foundation. 3. Investments are subject to normal market and interest rate fluctuation risks, and any gain or loss generated by the investments will be credited or charged to the Fund. 4. All Funds are subject to the policies of Triangle Community Foundation. To indicate investment preference, authorized persons of the Agency must sign below. Agency 1,113 _ Chai , rd of C ommi 'oners Date Print name: B 2