06/03/2013

 
Contract Amendment
Page 1 of 2
Amendment to Contract
This contract amendment is made and entered into between Shunpike, a Washington nonprofit
corporation (hereinafter referred to as ‘Shunpike’), located at 3518 Fremont Ave N., Seattle WA
98103, and EPIC Group, (hereinafter referred to as ‘associated program’.
Current contract reads:
III. PAYMENT OF FEES TO SHUNPIKE
… In addition, Shunpike shall be entitled to deduct and pay from the Fund to its own
accounts a one hundred dollar (US$100.00) annual administrative fee.
In consideration of the mutual benefits and covenants contained herein, the parties agree that
their Contract shall be amended as follows.
III. PAYMENT OF FEES TO SHUNPIKE
…In addition, Shunpike shall be entitled to deduct and pay from the Fund to its own
accounts an annual membership fee and one-time registration fee, as specified in Exhibit C.
Current contract reads:
EXHIBIT C
Support Services
Costs and Responsibilities Fulfilled by Shunpike’s Basic Fiscal Sponsorship Program
Cost of program:
• 7% of all revenue deposited with Shunpike
• $100 annual membership fee
In consideration of the mutual benefits and covenants contained herein, the parties agree that
their Contract shall be amended as follows.
EXHIBIT C
Support Services
Contract Amendment
Page 2 of 2
Costs and Responsibilities Fulfilled by Shunpike’s Basic Fiscal Sponsorship Program
Cost of program:
• 7% of all revenue deposited with Shunpike
• $50 annual Shunpike membership fee
• One-time $50 registration fee, due at time of initial contract signing
These modifications are mutually agreed to by the contracting parties, and are supported by legal
consideration. The remaining terms of the contact are unchanged by this agreement.
ACCEPTED AND AGREED:
Shunpike
Signature: ________________________ Date: ________________, 2013
Print Name: ______________________ Title: _____________________
Signature on behalf of Associated Program organized as nonprofit corporation or limited
liability company:
Name of entity: ___________________________________
Signature: ________________________ Date: ________________, 2013
Print Name of
Person Signing: ___________________ Title: _____________________
 

06/03/2013

 

SHUNPIKE
ASSOCIATED PROGRAM AGREEMENT
THIS AGREEMENT is made this Thursday, May 30, 2013 by and between Shunpike, a
Washington nonprofit corporation (“Shunpike”), and EPIC Group (“Associated Program”).
RECITALS
WHEREAS, Shunpike is a tax-exempt organization under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”), is a public charity under Sections
509(a)(1) and 170(b)(l)(a)(vi) of the Code, and is organized and operated for literary and other
charitable purposes, including supporting local community arts projects and improving the
capacity and effectiveness of arts organizations in order to enrich the artistic and cultural
experience of residents of Washington State;
WHEREAS, the Associated Program has been established in the form and manner
specified in Exhibit A for the purpose of conducting artistic and cultural endeavors that would
qualify as charitable activities under Section 501(c)(3) of the Code;
WHEREAS, the Associated Program desires assistance and sponsorship for an artistic
and cultural endeavor that it believes qualifies as a charitable activity within the meaning of
Section 501(c)(3) of the Code (the “Project”), which is described in the Associated Program’s
Project Application (“Project Application”) attached hereto as Exhibit B;
WHEREAS, Shunpike’s Board of Directors has approved the Project Application
attached hereto as Exhibit B; has determined that support of the Project as described in the
Project Application is in furtherance of Shunpike’s tax-exempt purposes, has approved the nature
of the Project as specified on Exhibit A attached hereto, and has approved support of the Project
through provision of fiscal sponsorship, as well as provision of certain development,
administrative and production support services, as specified in and subject to the terms and
conditions of this Agreement; and
WHEREAS, Shunpike’s Board of Directors has approved establishment of a restricted
fund to receive donations of cash and other property from which Shunpike may, in its sole
- 2 -
WEST\21881891.3
discretion, make distributions in furtherance of the Project, in accordance with the terms and
conditions of the Project Application and this Agreement; NOW, THEREFORE,
IN CONSIDERATION OF the mutual covenants and conditions herein, the parties
hereby agree to the terms and conditions set forth in this Agreement.
I. SHUNPIKE’S RIGHTS AND RESPONSIBILITIES
A. Fiscal Sponsorship. Shunpike agrees to act as a fiscal sponsor for the Project by
performing the fiscal sponsorship services set forth below.
1. Donations into Restricted Fund. Beginning on the Effective Date (as
described in Section IV.I. below), Shunpike will place all gifts, grants, contributions and other
donated assets (collectively, “Donations”) received by it that are properly identified (in
accordance with Section II.B.4 below) by donors or other funding sources as for the support or
benefit of the Project into a restricted fund (the “Fund”). The parties agree that all Donations
transferred to the Fund are and will remain the sole property of Shunpike and will be reported as
income to Shunpike, for both tax and accounting purposes. All Donations received by Shunpike
and placed into the Fund, as well as all income thereon, will be devoted to supporting the Project,
to the extent consistent with and in furtherance of Shunpike’s tax-exempt purposes. No portion
of the Fund may be used to participate or intervene in any political campaign on behalf of or in
opposition to any candidate for public office, to induce or encourage violations of law or public
policy, to cause any private inurement or improper benefit to occur, or to take any other action
inconsistent with Shunpike’s continued qualification under Section 501(c)(3) of the Code. All
Donations to the Fund must be in the form of cash (including checks, wire transfers, or other
cash equivalents), and Shunpike shall be under no obligation to accept non-cash or in-kind
Donations except in such instances, and subject to such terms and conditions, as Shunpike may
in its sole discretion determine.
2. Disbursements from Fund. Depending on the nature of the Project as
specified in Exhibit A attached hereto, Shunpike will in its discretion use the Fund either to make
grants to the Associated Program or to make payments to independent contractors and vendors,
in either case in furtherance of the Project (all such grants or payments from the Fund being
- 3 -
WEST\21881891.3
referred to herein as “Disbursements”). As a general rule, Disbursements will be made by
Shunpike for support of the Project only at such times and in such amounts as Shunpike may
determine in its sole discretion, and only after receiving from the Associated Program receipts or
invoices for expenses described in the budget included in the Project Application. Shunpike will,
as a general rule, approve or deny any Disbursement request from the Associated Program within
a reasonable period of time after receipt by Shunpike. In the event of any material breach of this
Agreement by the Associated Program, or conduct by the Associated Program of any activity
which may jeopardize Shunpike’s status as a Section 501(c)(3) organization, Shunpike will have
the right to withhold, withdraw, or demand immediate return of any Disbursements previously
made to the Associated Program, to pay further Disbursements only in such manner as will
accomplish the purposes of the Project within Shunpike’s sole discretion, or to return any
remaining Donations to the appropriate funding source.
3. Disbursement of Shunpike’s Fees. Shunpike may also disburse from the
Fund, from time to time, any amounts necessary to pay itself fees as authorized under Section III.
below.
4. Recordkeeping. Shunpike will maintain financial and other records
reflecting donations to and disbursements from the Fund, and will make such records available to
the Associated Program at reasonable times for inspection. Shunpike will retain copies of all
agreements and documentation in its possession relating to Donations to the Fund by donors or
other funding sources.
B. Development Support.
1. Shunpike’s Involvement. Shunpike will have no obligation to engage in
any active fundraising activities on behalf of the Associated Program, and offers no assurances
that adequate Donations will be received to finance the Project. To the extent that Shunpike may
elect, in its sole discretion, to participate in fundraising activities for the Project, it will be
authorized to use the Associated Program’s name solely in connection with such solicitations for
the Project.
- 4 -
WEST\21881891.3
2. Informational Support. Shunpike will provide to the Associated Program
and to third-party donors and funding sources all necessary information about Shunpike that will
assist in qualifying for public and private donations related to the Project, including financial
information and Shunpike’s letter of determination concerning its status as a tax-exempt
organization under the Code. Shunpike will, in its discretion, provide such additional letters of
support as Shunpike may consider appropriate in cases where such is required by funding
sources or may contribute significantly to the success of funding applications for the Project.
The Associated Program will have no right or authority to use Shunpike’s name in connection
with any of its fundraising activities except as specifically set forth in written supporting
materials provided by Shunpike for that purpose, or as otherwise authorized by Shunpike in
writing in accordance with Sections II.B.1. or II.B.2.
3. Execution of Documents. Shunpike will, in its discretion, execute such
grant agreements, pledge forms or other commitments as may be reasonably requested by
funding sources as a condition of their Donations to the Fund. Shunpike will also, in its
discretion, sign grant applications as the authorized sponsoring organization for the Project,
whenever Shunpike has consented to being listed as the primary applicant.
4. Acknowledgements and Reports. Shunpike will provide all individual and
corporate donors to the Fund with written acknowledgements of their Donations in compliance
with Code Section 170(f)(8). Subject to Section II.C below, Shunpike will be primarily
responsible for compliance with any reporting obligations to donors or other funding sources
with respect to Donations or grants made to Shunpike and designated to the Fund. Shunpike
may, in its discretion, notify the Associated Program, in a timely fashion, of any reporting
obligations that the Associated Program itself must satisfy with respect to grants or Donations
made to the Fund for support of the Project, but in any such case Shunpike will retain the right to
review and approve any such reports prior to their submission to the appropriate donors or other
funding sources.
5. Admission and Other Receipts. If the nature of the Project is specified on
Exhibit A hereto as a Shunpike Project, Shunpike shall be authorized to collect all admission and
other receipts generated by the Project; and the Associated Program shall deliver and remit any
- 5 -
WEST\21881891.3
receipts to Shunpike. Such receipts may, in Shunpike’s sole discretion, be added to the Fund or
separately accounted for and applied in furtherance of the Project.
C. Shunpike’s Approval Rights. Shunpike will at all times have the right to review
the Project activities for which Disbursements have been made or requested. Shunpike will at all
times have the right to review and pre-approve: (1) any materials involving applications,
submissions and solicitations for grants or Donations to the Fund, whether directed at funding
entities or individual donors; (2) any information or report that the Associated Program desires or
intends to submit to a donor or other funding source, whether or not required to satisfy reporting
obligations with respect to any grant or Donation to the Fund for support of the Project; and (3)
any material change to the purposes or activities of the Associated Program or to the Project, at
least fifteen (15) business days prior to such change taking effect.
D. Production and Administrative Services. In addition to its fiscal sponsorship and
development support obligations specified above, Shunpike will, at the Associated Program’s
request, provide such additional production and administrative support services as are
specifically identified in Exhibit C attached hereto, to such extent as Shunpike may, in its sole
discretion, determine to be reasonable and appropriate to the furtherance of the Project.
E. Service Standards. Shunpike’s fiscal sponsorship and development support
services, and other support services, provided under Sections I.A, I.B and I.D above will be
performed with a reasonable degree of care and professionalism, according to standards of
performance customary among similarly situated fiscal sponsorship organizations. Associated
Program hereby releases Shunpike from any claims, liability or damages that may hereafter arise
out of Shunpike’s performance, or failure to perform any such services in connection with this
Agreement, except to the extent that Shunpike or its officers, directors, employees or agents is
finally adjudged to have engaged in intentional wrongdoing or grossly negligent behavior.
Shunpike will not in any event have or assume any responsibility or obligation to detect fraud,
malfeasance or other wrongdoing by the Associated Program or any of its organizers, officers,
directors, managers, persons listed on Exhibit A hereto, employees, agents, representatives or
performers. In no case may any of the services provided by Shunpike be relied upon as
containing or constituting legal advice, in whole or in part; the Associated Program
- 6 -
WEST\21881891.3
acknowledges that it has the sole responsibility to obtain its own independent legal counsel as to
this Agreement and all matters pertaining to or arising in connection with this Agreement.
F. Insurance Coverage. Shunpike may, in its sole discretion, provide event liability
and property damage insurance coverage in connection with the Project, but in any case will
have no obligation or responsibility to insure the Associated Program, or any of its organizers,
officers, directors, employees, agents, representatives or performers against claims arising out of
the Project, including claims by any of such persons.
II. ASSOCIATED PROGRAM’S RIGHTS AND RESPONSIBILITIES
A. Use of Disbursements. The Associated Program will use Disbursements that it
receives from the Fund solely for charitable purposes within the meaning of Code Section
501(c)(3) and solely in support of the Project in accordance with the terms and conditions of the
Project Application. The Associated Program will be obligated to repay to Shunpike any portion
of any Disbursement that is not used for the purposes specified in the Project Application unless
Shunpike (and any external funding source, if applicable) provides prior written approval to the
Associated Program of an alternate charitable use. The Associated Program must submit any
requests to Shunpike for a Disbursement from the Fund to reimburse or pay any expenses
directly related to the Project, documented by either receipts or invoices therefor, no later than
thirty (30) days after incurring such expense.
B. Solicitation Activities.
1. Grant Applications. The Associated Program may research, write and
prepare grant applications seeking grants or donations to the Fund, in the name of Shunpike, but
before submitting any such application to the funding source the Associated Program must first
submit it to Shunpike for its review and advance written approval, which Shunpike may grant,
conditionally or unconditionally, or withhold, in its sole discretion.
2. Solicitation of Individual Donations. The Associated Program may solicit
donations to the Fund from individual donors and, subject to Shunpike’s review and advance
written approval of all such written solicitation materials, may use Shunpike’s name in
connection with such solicitations, subject to the style and verbiage guidelines of the Corporate
- 7 -
WEST\21881891.3
Identity Addendum attached hereto as Exhibit D. In making any such solicitations, the
Associated Program must comply with the requirements of the Washington Charitable
Solicitations Act, RCW Ch. 19.09, as that statute may apply to the Associated Programs’
solicitations.
3. Costs and Timing. The Associated Program will bear all expenses
associated with its solicitation of funds. The Associated Program must provide Shunpike with
fifteen (15) business days’ advance notice of intended funding requests, grant deadlines and
charitable solicitations, to allow Shunpike to comply with its responsibilities as set forth in this
Agreement and to permit Shunpike’s Board of Directors to review such requests.
4. Deposit of Donations. Within five (5) business days of receipt of any
Donations identified as for the Fund, the Associated Program will physically deliver such
Donations to Shunpike, or will cause such Donations to be deposited into a bank account bearing
Shunpike’s federal employer identification number if such an account has been designated for
such purpose by Shunpike in writing. The Associated Program will ensure that all Donations
made by check or wire to the Fund identify Shunpike as the sole payee, that any restrictions
attached to the Donation read ‘for the support [or benefit] of the [name of Project]” or words to
that effect, and that the Associated Program not be named as either a payee or in the body of any
restrictive language pertaining to the Donation. Shunpike reserves the right to return all
Donations that do not comply with the foregoing requirements.
C. Compliance with Donation Requirements. The Associated Program will on a
timely basis prepare reports and any other documents required to be submitted by Shunpike
under the terms of any grants or other donations made to Shunpike and designated to the Fund,
and will submit such materials to Shunpike for its review and approval at least fifteen (15)
business days in advance of their due date. The Associated Program will have no right to file or
submit such reports or documents to the funding sources without Shunpike’s advance written
approval. The Associated Program will bear all expenses associated with compliance under this
Section II.C.
D. Intellectual Property. The Associated Program (or, if it is not a legal entity, then
the individuals who create or perform the Project) will, at all times during the term of this
- 8 -
WEST\21881891.3
Agreement as well as following expiration or termination of this Agreement, own all right, title
and interest in and to all literary or artistic materials, work product or other results funded by
Shunpike pursuant to this Agreement, in whatever stage of completion as they may exist from
time to time, including without limitation all copyright, trademark and other intellectual property
and proprietary rights therein.
E. Project Reporting. The Associated Program will on an annual basis furnish
Shunpike with a detailed accounting of its use of Disbursements received from Shunpike for the
Project during the preceding year, accompanied by a written report describing in detail the
progress of the Project during the preceding year. Year-end accountings and reports are due
within ninety (90) days after the end of the twelfth (12th) month following the Effective Date of
this Agreement, and after the end of each successful twelve (12)-month period thereafter, relative
to expenditures and activities occurring during the referenced twelve (12)-month period.
F. Registered Address. The Associated Program will file and maintain a registered
public address (Registered Address), and shall promptly notify Shunpike within three (3)
business days if Registered Address changes. The Associated Program’s registered Address
shall be included in Section IV.C. of this Agreement, and shall be utilized for any notice required
or permitted under this Agreement, including but not limited to Shunpike accepting or sending
correspondence on behalf of Associated Program.
G. Approval of Changes. The Associated Program will notify Shunpike promptly of
any change in its officers, directors, managers, or the individuals who should be included on
Exhibit A, and will notify Shunpike at least fifteen (15) business days in advance of making any
material changes in the Project or in the Associated Program’s purpose or activities. Any
material changes in the Project or the purpose or activities of the Associated Program must be
approved in advance and in writing by Shunpike, and if Shunpike determines that such a material
change has been made without its prior approval, Shunpike may in its sole discretion withhold
any future Disbursements from the Fund and seek to recover past Disbursements to the
Associated Program.
H. Credits. The Associated Program will credit Shunpike, in accordance with the
guidelines set forth in the Corporate Identity Addendum attached as Exhibit D, in all
- 9 -
WEST\21881891.3
announcements, public statements, advertising and notices (whether written, oral or via
electronic or other media) regarding the Project and in any appearances or activities supported by
Disbursements from the Fund.
I. Representations and Covenants. The Associated Program represents, warrants
and covenants to Shunpike as follows: (1) the Associated Program has full right and power to
enter into and perform this Agreement, and its performance under this Agreement does not and
will not violate any agreement or obligation between it and any third party; (2) the persons
signing on its behalf at the end of this Agreement are duly authorized to sign hereon, and
comprise all of the persons whose signatures are necessary in order to legally bind the
Associated Program; (3) the Project does not and will not infringe on any third party’s copyright,
patent, trademark, trade secret or other proprietary rights, including rights of publicity or privacy;
(4) the Project does not and will not violate any law, statute, ordinance or regulation; (5) the
Project is not and will not be defamatory or libelous; and (6) all factual assertions that the
Associated Program has made or may hereafter make to Shunpike in the Project Application or
otherwise pertaining to the Project or the Associated Program’s performance under this
Agreement are and will be true and complete in all material respects. The Associated Program
will, upon reasonable request by Shunpike, promptly execute and deliver to Shunpike any
documents or other materials that Shunpike may deem necessary or appropriate to evidence,
effectuate or preserve Shunpike’s rights under this Agreement. The Associated Program will be
solely responsible for providing all copyright notices and other legal notices in connection with
the Project.
J. Associated Program’s Authority to Pursue Project. If the nature of the Project is
specified on Exhibit A hereto as a Shunpike Project, then the Associated Program shall be
deemed to be engaged by Shunpike as an independent contractor with the express objective of
pursuing and implementing the Project as described in the Project Application, but with the
Associated Program retaining the ability to determine the timing, location, methods and manner
by which the purposes and goals of the Project will be achieved. Whether the nature of the
Project specified in Exhibit A hereto is that of an Associated Program Project or a Shunpike
Project, the Associated Program may incur expenses and other liabilities relating to the Project in
its own name, and may seek reimbursement thereof from Shunpike in accordance with Section
- 10 -
WEST\21881891.3
I.A above. In no event, however, will the Associated Program have any authority to contract or
incur any liability on behalf of Shunpike, except with the advance written consent of Shunpike as
to a particular expense or liability.
K. Liabilities of and Indemnification by Associated Program.
1. Indemnification. Except as to instances where Shunpike (or its officers,
directors, employees or agents) has been finally adjudged to have engaged in intentional
wrongdoing or grossly negligent behavior, the Associated Program will indemnify Shunpike as
well as its officers, directors, agents and employees (collectively, the “Shunpike
Representatives”) as to, and will hold Shunpike and the Shunpike Representatives harmless
from, any and all claims, demands, litigation, expenses, or liabilities (including costs and
attorneys’ fees) of any kind and character arising out of the pursuit or performance of the Project
or any other actions, activities or omissions of the Associated Program (or any of its officers,
directors, representatives signatory hereto, agents, employees or performers) (each, a “Claim”),
including but not limited to any claim or action asserted or brought against Shunpike or any
Shunpike Representative for actual or alleged infringement of any patent, copyright, trademark,
service mark, trade secret, or other property right, or for any loss or damage arising out of or
related to any breach by the Associated Program of any representation, covenant or other
obligation under this Agreement. Shunpike will promptly notify the Associated Program in
writing of any such Claim. If the Associated Program, after receiving notice of any such Claim,
fails to immediately accept, provide and either satisfy or commence the defense of such Claim,
Shunpike may (without further notice to the Associated Program) retain counsel of its own to
undertake the defense, compromise or settlement of such Claim with all costs of such defense
(including legal and other fees, as well as the amount of any compromise, settlement or
judgment) to be paid by the Associated Program upon demand. Without limiting the foregoing,
the Associated Program’s indemnification obligations hereunder will include the requirement to
reimburse Shunpike for any deductible amounts paid by Shunpike under its own insurance
policies, if a Claim is made or paid thereunder. Shunpike may in its discretion require that the
Associated Program post a bond as security for performance of its obligations under this Section
II.J.1. Shunpike may also, in its discretion, require that the Associated Program obtain liability
- 11 -
WEST\21881891.3
insurance with respect to the Project, in such amounts as Shunpike may reasonably specify, and
may require that Shunpike be named as an additional insured thereunder.
2. Taxes. Except with respect to Donations and other receipts from the
Project that Shunpike will claim as part of its own federal tax return, the Associated Program
will be responsible for the payment of any federal, state and local taxes, fees and charges,
including employment taxes and related contributions, incurred with respect to Project activities.
3. Personal Liability. If the Associated Program is a single individual, sole
proprietorship, partnership, joint venture, or other unincorporated association, then the individual
or individuals listed on Exhibit A and signing this Agreement on its behalf will be personally,
and jointly and severally, liable for the Associated Program’s obligations under this Agreement,
including but not limited to its indemnification obligations set forth above in this Section II.J.
III. PAYMENT OF FEES TO SHUNPIKE
In consideration for the fiscal sponsorship and various support services that Shunpike has
under this Agreement agreed to provide to the Project and the Associated Program, Shunpike
will be entitled from time to time to deduct and pay from the Fund to its other accounts, for its
own uses and purposes, a sum equal to the percentage specified in Exhibit C hereto of all
Donations received by the Fund. If the funding agency under any grant application approved by
Shunpike under Section II.B.1 specifies a fee for Shunpike’s fiscal sponsorship and other support
services that is different from the percentage specified in Exhibit C hereto, then Shunpike will be
entitled to deduct and pay to its other accounts that different percentage instead. In addition,
Shunpike shall be entitled to deduct and pay from the Fund to its own accounts a one hundred
dollar (US$100.00) annual administrative fee.
IV. MISCELLANEOUS PROVISIONS.
A. Relationship of the Parties. Irrespective of whether the nature of the Project
specified in Exhibit A hereto is that of an Associated Program Project or a Shunpike Project, the
parties agree that: (1) no partnership or joint venture between the parties is intended to or will be
created by this Agreement, nor any employer-employee or principal-agent relationship; (2) no
fiduciary duty, or any trust relationship, will be created between the parties under this
- 12 -
WEST\21881891.3
Agreement; (3) the Associated Program and its employees, agents or contractors will not hold
themselves out as officers, employees, agents or representatives of Shunpike by reason of this
Agreement, will not purport to act or contract on behalf of Shunpike, will not have any authority
to incur liabilities on behalf of Shunpike, and will not make any claim of any right, privilege or
benefit which would accrue to a Shunpike employee; and (4) each party will be responsible for
maintaining books and records for, and paying all costs of conducting, its own business,
including but not limited to all applicable insurance and licenses, permits, taxes and assessments
required by applicable city, county, state and federal laws and regulations.
B. Term and Termination. The term of this Agreement will be from the Effective
Date through the date of completion of the Project as specified in the Project Application, unless
terminated earlier pursuant to Section IV.B.1. below.
1. Termination. Either party may terminate this Agreement without cause by
giving thirty (30) days’ written notice to the other party. Shunpike may, as a condition to the
continuation of the relationship described herein, require that this Agreement be renewed on an
annual basis, on Shunpike’s then current fiscal sponsorship agreement form.
2. Use of Fund Following Expiration or Termination. Upon any expiration
or termination of this Agreement, the governing individual(s), board or other governing body of
the Associated Program may recommend that any assets remaining in the Fund be applied to
another purpose that is within Shunpike’s tax-exempt purposes or distributed to another
organization that is then qualified under Code Section 501(c)(3) and that is organized and
operated for tax-exempt purposes similar to those of Shunpike; provided, that the final decision
with respect to disposition of any such remaining assets shall reside solely with Shunpike’s
Board of Directors, in its sole discretion.
3. Survival of Provisions. Following expiration or termination of this
Agreement, the representations and warranties of the parties hereunder shall survive, and such
expiration or termination shall not affect the rights of either party with respect to claims or
causes of action arising out of the application or breach of any covenants or warranties of the
other party with respect to facts or events existing or occurring prior to such expiration or
termination.
- 13 -
WEST\21881891.3
C. Notices. Any notices permitted or required under this Agreement shall be deemed
given upon the date of personal delivery, including delivery by messenger or overnight courier,
or seventy-two (72) hours after deposit in United States registered or certified mail, postage fully
prepaid, return receipt requested, to a party at the following address, or at such other address as a
party may, from time to time, designate by notice given in compliance with this section:
If to Shunpike:
Shunpike
If to the Associated Program:
EPIC Group
Attn: Michelle Chiachiere
3518 Fremont Ave. N #118
Seattle WA 98103
Phone: (206) 905-1026
Fax: (877) 350-3916
Email: michelle@shunpike.org
Attn: _____________________
__________________________
__________________________
Phone: ____________________
Fax: ______________________
Email: ____________________
D. Amendments. This Agreement may not be amended or modified, except in a
writing signed by both parties (including signatures by all individuals who have signed below on
behalf of an Associated Program that is neither a corporation nor a limited liability company).
E. Entire Agreement. This Agreement, with its attachments, constitutes the only
agreement among the parties, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
F. Governing Law; Defined Terms. This Agreement will be interpreted and
construed in accordance with the laws of the State of Washington. Certain terms that have been
defined in this Agreement will be given the meanings set forth in such definitions, even if
different from their ordinary meanings.
G. Severability. Each provision of this Agreement will be separately enforceable,
and the invalidity of one provision will not affect the validity or enforceability of any other
provision.
H. Dispute Resolution. Each party agrees that it will use good faith efforts to resolve
cooperatively any disputes that arise under or in connection with this Agreement, before seeking
to resolve any dispute by arbitration. Failing such resolution, any dispute under this Agreement
- 14 -
WEST\21881891.3
must be resolved by binding arbitration in Seattle in accordance with the commercial arbitration
rules of the Judicial Arbitration and Mediation Service (JAMS) then in effect, or any other rules
mutually agreed to by the parties. Any award or order made in any such arbitration may be
entered as a judgment in a court of competent jurisdiction. Any dispute, and the resolution
thereof in any manner, will be and remain confidential information, and all parties will protect
such confidential information from public disclosure, using any and all reasonable legal and
technical means. Arbitrators’ fees and costs shall be borne by the party that does not substantially
prevail in such arbitration, and each party shall bear its own legal fees
I. Effective Date. This Agreement will be legally effective commencing on the date
of the last signature required below (the “Effective Date”).
ACCEPTED AND AGREED:
Shunpike
Signature: ________________________ Date: ________________, 2013
Print Name: ______________________ Title: _____________________
Signature on behalf of Associated Program organized as nonprofit corporation or limited
liability company:
Name of entity: ___________________________________
Signature: ________________________ Date: ________________, 2013
Print Name of
Person Signing: ___________________ Title: _____________________
WEST\21881891.3 - 15 -
EXHIBIT A
Identity of Associated Program; Nature of Project
Associated Program is a (complete and check one):
X Nonprofit corporation organized in ___WA___ State.
□ Limited liability company organized in Washington State.
□ Unincorporated association (which may include a partnership or joint venture) organized
and operated by the following individuals: ____________________________________
____________________________________________________________________________.
□ Single individual, namely: ________________________________________________.
The nature of the Project will be one of the following (check one):
X The Project will be a “Basic Fiscal Sponsorship Project,” the pursuit and
implementation of which will be controlled by the Associated Program, to which
Shunpike will make Disbursements in the form of grants; or
□ The Project will be a “Partner Artist Project,” the pursuant and implementation of which
will be subject to oversight by Shunpike, and Disbursements will be made in furtherance
of the Project (per Section II.I), either by payments to the Associated Program as an
independent contractor charged with pursuing the goals of the Project, or in Shunpike’s
sole discretion by payments directly to other third party vendors and independent
contractors as Shunpike considers necessary to pursue and implement the Project
WEST\21881891.3 - 16 -
EXHIBIT B
WEST\21881891.3 - 17 -
EXHIBIT C
Support Services
Costs and Responsibilities Fulfilled by Shunpike’s Basic Fiscal Sponsorship Program
Cost of program:
• 7% of all revenue deposited with Shunpike
• $100 annual membership fee
Fiscal Sponsorship
• Maintain compliance with federal and state charitable regulations for board governance, including 501c3
status and WA Charitable Solicitations report
Fundraising and Grants Administration
• Secure online donation site
• Donation processing and records-keeping
• Tax receipt letters for donors and grantors
• Grants coordination and records-keeping
• Review of all fundraising materials
• Partnership on fundraising events
Administrative Expenses and Materials
• Postage on tax receipt letters and other administrative correspondence
• Merchant fees
• Banking fees
In addition:
• Access to resources, templates, and tools in Shunpike’s online resource library
• Email updates to pass on opportunities and event information
• One free 30 minute Arts Business Clinic consultation
What’s not included, but available at a discount:
• Additional 30 minute consultations on business queries (after annual free 30 minute session has been used)
• Workshops in:
o Strategic Planning
o Board Development
o Fundraising
o Financial Management
Not included in the Basic Fiscal Sponsorship program
• Direct payments to individuals or vendors
• Bookkeeping
• Detailed financial reports
• Tax preparation and reporting
• License and permit registration and tracking
• Risk management assistance
• Payroll services
• Umbrella insurance coverage
• Assistance with 501c3 application
• Webhosting
• Office space
• Grant funding from Shunpike
- 18 -
WEST\21881891.3
EXHIBIT D
Corporate Identity Addendum
As an Associated Program of Shunpike, you are required to display Shunpike’s logo and PR boilerplate. Besides
being critical to Shunpike’s continued success, it is an important part of our partnership and has specific
implications to your taxes. If you don’t include the correct information on your publicity materials, you may be
liable for additional taxes on admissions, sales and other income.
Logo
AP Statement
‘COMPANY OR PROJECT NAME’ is an Associated Program of Shunpike.
OR
‘COMPANY OR PROJECT NAME’ is powered by Shunpike.
Description
About Shunpike
Shunpike is the 501(c)(3) non-profit agency that fuel innovation in the arts by building productive
partnerships, cultivating leadership and providing direct services to arts groups of all kinds. Learn more
at www.shunpike.org.
When should you use these items?
Item Logo Statement Description
Press Releases No Yes Yes
Website Yes Yes Yes
Ticketing Sites Yes Yes No
Flyers, Posters, and Postcards Yes Yes No
Theatrical Programs Yes Yes Yes
Newsletters No Yes No
Blogs Yes Yes No
Social Networking Sites Yes Yes No
Grant Applications and Fundraising Letters Each one is different. Please submit all fundraising
communications for review.
Statements you should AVOID
“ABC Dance Company is a 501(c)3 organization.” Shunpike is the 501(c)3. ABC Dance is an
Associated Program of the 501(c)3.
“Shunpike and ABC Dance Company Present” ABC Dance presents. Shunpike is the fiscal
sponsor
“Produced by Shunpike” Again, Shunpike is the fiscal sponsor or parent
organization, not a producing partner.
 

    Author

    Write something about yourself. No need to be fancy, just an overview.

    Archives


    Categories