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HomeMy WebLinkAboutexhibit1AGREEMENT TO ESTABLISH THE HEART OF OUR PARKS FUND (an endowment fund at Dade Community Foundation, Inc.) THIS AGREEMENT ("Agreement"), made this day of , 2004 between the City of Miami, a municipal corporation of the State of Florida (the "Donor") and Dade Community Foundation, Inc., a Florida not -for -profit corporation and community foundation (the "Foundation"), having its principal office in the City of Miami and State of Florida. WITNESSETH: WHEREAS, the Donor desires to create an Endowment Fund for philanthropic purposes to support and maintain programs in the City of Miami's parks ("Parks"); and WHEREAS, the Donor may transfer additional property for such purposes; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Donor hereby irrevocably assigns, conveys, transfers and delivers to the Foundation the assets listed on Exhibit A ("Initial Asset") TO HAVE AND TO HOLD the same and all income from the foregoing property, NEVERTHELESS as an Endowment Fund of the Foundation, for the purposes and subject to the terms and conditions herein set forth. It is agreed and understood that the Fund will in all events be used and dedicated to a purpose permitted by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). FIRST: The fund hereby created shall be known as the Heart of Our Parks Endowment Fund (the "Fund"). SECOND: The Foundation shall hold, manage, invest and reinvest the Fund exclusively for general charitable uses and purposes in accordance with the rules from time to time adopted by the Foundation regarding the investment of and distribution from endowment funds. THIRD: The Donor desires that the income of the Fund augment and increase the programs that are offered and available in the Parks. FOURTH: In addition to Donor, persons or entities ("Additional Donors") may contribute to the Fund for the purpose of augmenting and increasing the programs that are offered and available in the Parks. FIFTH: The Foundation will distribute to the Donor annually an amount equal to 7% of the average fund balance over the preceding 20 quarters. In order for the Fund to increase the value of the Initial Asset, the Foundation shall not make a disbursement of the income until twenty months after Donor has transferred the Initial Asset. The grants shall be disbursed from the income of the Fund. SIXTH: The Foundation shall compile a list of six (6) individuals to serve as members of the Fund Council. Such individuals shall have expertise in fundraising or be representatives of Fortune 500 corporations, however, such individuals shall not be members of the Foundation's Board of Governors. The City of Miami Mayor, the City Commission and City Manager shall each select one person to be a member of the Council from the list of persons recommended by the Foundation. The Council shall consist of three (3) people, who shall meet in duly noticed meetings pursuant to Florida law. The Council members shall be appointed for two-year terms. SEVENTH: The director ("Parks Director") of the City of Miami Parks Department ("Parks Department") shall provide (annually, bi-annually) the Council with a list of the grant applicants and that he/she recommends to be grant recipients that meet the criteria attached hereto as Exhibit B and made a part hereof, From the Parks Director's list of recommended grant recipients, the Council shall approve the grant recipients based upon the above -referenced criteria. The Parks Director will notify the Foundation of the names and contact information for the grant recipients. The Foundation will notify the grant recipients regarding the time and manner of the disbursements from the Fund. The Foundation may also identify potential grant recipients and present them to the Parks Director. EIGHTH: The Donor may request a disbursement of all or any part of the income of the Fund at any time and from time to time. The Foundation's Board of Governors ("Board") may honor such request. NINTH: It is agreed that the Fund will be held for the benefit of the Donor's Parks. TENTH: Grants from the Fund will be made only to the City of Miami or to organizations ("Organizations"), qualified under section 501(c)(3) of the Code, to provide programs for the community in the Parks. ELEVENTH: Grants from the Fund will not be made to pay dues for membership of an individual in an organization, purchase admission to charitable events, to discharge or satisfy a legally enforceable obligation or personal pledge that has been made by the Donor or any other individual or organization, or for capital improvement programs or operational expenses for the Parks or for the Parks Department. Additional Donors may designate that the funds that they donate may be used for capital improvement programs or operational expenses for the Parks or for the Parks Department. TWELVETH: The Foundation shall receive a management fee in the amount of two percent of the average annual Fund balance and three percent of the annual contributions to the Fund. The management fee may be taken from the Fund and shall include reasonable and proper compensation for expenses incurred by the Fund in accordance with the Foundation rules governing organization endowment funds. THIRTEENTH: The Foundation shall provide to Donor an annual report detailing the amount of funds available in the Fund, the income generated, the amount of funds contributed by Donor and other donors, rate of increase in the value of the Initial Asset(s), the disbursements to grant recipients, the Foundation's fees and the method of investment of the Funds FOURTEENTH: The Fund is subject to the condition that the Foundation is classified in good standing by the Internal Revenue Service as a non-profit organization (i) described in section 501(c)(3) of the Code and (ii) is not a private foundation as defined in section 509(a) of the Code. In the event that the Foundation is not classified in good standing by the Internal Revenue Service as a non- profit organization (i) described in section 501(c)(3) of the Code and (ii) is classified as a private foundation as defined in section 509(a) of the Code, and such status is not cured within a twelve (12) month period, then the Funds shall revert to the City and be placed in a special revenue account for the purpose of funding programs in the Parks. FIFTHTEENTH: Foundation understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. Donor and Foundation agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as the may be amended from time to time. Specifically, the Fund created by this Agreement shall be administered in and under the laws of State of Florida, and this Agreement and the validity thereof shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the Donor and the Foundation have executed this Agreement as of the date first above written, Attest: DONOR: City of Miami By: By: Priscilla A, Thompson, City Clerk Joe Arriola, City Manager Approved as to form and correctness Approved as to Insurance Requirements Alejandro Vilarello, City Attorney Witnessed by: Print name: Ruth Shack, President Dania Carrillo, Risk Management Administrator DADE COMMUNITY FOUNDATION, INC. By: