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HomeMy WebLinkAboutExhibit0 Cities for FINANCIAL EMPOWERMENT Fund GRANT AGREEMENT This Grant Agreement (the "Agreement"), effective date as of March 1, 2017, is by and between the Cities for Financial Empowerment Fund, Inc. (the "CFE Fund"), a Delaware non -stock, non- profit corporation qualified as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the City of Miami, a Florida municipal corporation, whose principal address is 3500 Pan American Drive, Miami, Florida 33133, acting through its City Manager (the "Grantee"). WHEREAS, the CFE Fund works to support municipal engagement to improve the financial stability of low and moderate income households by embedding financial empowerment strategies into local government infrastructure (the "Purposes"). WHEREAS, the CFE Fund has determined that the support of the Grantee in the work contemplated by this Agreement furthers the exempt purposes of the CFE Fund. WHEREAS, the Grantee has agreed to use the funds provided by this Agreement (the "Grant") to support the Purposes by managing the implementation and operation of the activities set forth in Exhibit A (the "Scope of Work") (also known as the "Program"). WHEREAS, it is understood, that this is a renewal agreement and that is the final renewal funding to be received for this project. WHEREAS, the CFE Fund and the Grantee desire to enter into this Agreement to provide for the terms and conditions of the Grant and the Program. NOW, THEREFORE, the CFE Fund and the Grantee agree as follows: 1. Grant. The CFE Fund pledges and agrees to provide the Grantee a Grant in the form of cash in an amount not to exceed THREE HUNDRED SIXTY SEVEN THOUSAND AND FIVE HUNDRED DOLLARS ($367,500). Grant funds will be paid in U.S. Dollars according to the Grant Payout Schedule in Section 6 to be paid electronically 2. Use of Grant. The Grant is to be used only for the purposes outlined in Exhibit A — Scope of Work and in accordance with the specific allocations identified in the Grant budget included in Exhibit B, attached and incorporated (the "Grantee Budget"). The Grantee must obtain 44 Wall Street Suite 605 I NewYork, NY 10005 I www.cfefund.org the prior written consent of the CFE Fund before engaging in any work that is beyond the Scope of Work and the failure to obtain such consent shall invalidate any obligation of the CFE Fund to pay any invoices for such work. 3. Term. (a) This is a one-year Grant. The Grant term will begin on March 1, 2017 and end on February 28, 2018. Any funds not used by the end of the Grant term toward the purposes of this Grant will be returned to the CFE Fund within thirty (30) days after the end of the Grant term, unless otherwise agreed upon by both parties in writing in advance. (b) This Agreement may be terminated at any time prior to its scheduled termination as set forth above: (i) By either the CFE Fund or the Grantee without cause by giving the other party sixty (60) days' prior written notice; (ii) Immediately by a non -breaching party following a material breach of this Agreement by the other party and the expiration of a ten (10) day "cure" period after the non -breaching party shall have given notice to the breaching party of such breach; or; (iii) Immediately by the CFE Fund when its objectives can no longer be advanced through the relationship set forth in this Agreement including, without limitation, by the Grantee's administration, if applicable, of any Vendor Contract (as defined below). (c) If the Agreement is terminated by either party for any reason, CFE Fund will have no further obligation to make any payments to the Grantee, except for work already completed but not yet paid for prior to the termination; provided, that (i) such work is within the Scope of Work or (i) if such work is beyond the Scope of Work, the prior written consent of the CFE Fund has previously been obtained. 4. Vendor(s). (a) The CFE Fund hereby appoints the Grantee as its sole and exclusive agent with respect to any community -based 501(c)(3) organizations (each a "Vendor"), if any, engaged by the Grantee to support the implementation of the Program. Each Vendor may rely upon the direction and instruction of the Grantee. (b) If the Grantee determines to use any Vendor(s) for the implementation of the Program, then the Grantee shall consult with the CFE Fund in advance of the selection of any Vendor and agrees that any selection without the CFE Fund's prior written consent (not to be unreasonably withheld, conditioned or delayed) shall be an act of default under this Agreement and may result in a requirement 2 for the Grantee to return of part or all of the Grant funds to the CFE Fund as determined by the CFE Fund in its sole and absolute discretion. (c) If the Grantee determines to use any Vendor(s) for the Program, then the Grantee shall administer all aspects of each contract entered into with any Vendor for purposes of this Agreement (the "Vendor Contracts"), including, without limitation, payment of Vendor(s)' invoices, managing and overseeing the performance of each Vendor under the Vendor Contracts and monitoring such Vendor's adherence to its duties, obligations and responsibilities thereunder. The Grantee shall promptly notify the CFE Fund of any material breach by a Vendor of its duties, obligations and responsibilities under the Vendor Agreements. (d) If the Grantee determines to use any Vendor(s) for the Program, then the Grantee shall review each invoice submitted by a Vendor for the performance of services in light of the Purposes as expressed in the Scope of Work and pursuant to the Vendor Contracts, inclusive of supporting documentation, to ensure funds support youth workforce opportunities or financial empowerment opportunities, and shall promptly furnish the CFE Fund with copies of vendor invoices or other such proof of services provided pursuant to this contract. No invoice from the Grantee will be paid without proof of services directly relevant to the purposes of this grant. (e) If the Grantee determines to use any Vendor(s) for the Program, then the Grantee shall designate appropriate staff to fulfill its responsibilities as the CFE Fund's agent for the Vendor Contracts and to act as liaison with the CFE Fund. The Grantee has designated William Porro as its Staff Liaison with the CFE Fund. (f) For a period of three (3) years and a day following the expiration of the Grant term, the Grantee shall keep and maintain accurate books, records and accounting documentation, if the Grantee determines to use any Vendor(s) for the Program, of each Vendor's performance under the Vendor Contracts and shall make such records available for inspection by the CFE Fund and/or its auditors upon prior reasonable notice to such effect. (g) Notwithstanding anything to the contrary herein set forth, the Grantee shall notify the CFE Fund if they plan to amend, modify, rescind or terminate any of the Vendor Contracts if the Grantee determines to use any Vendor(s) for the Program. (h) To the extent available if the Grantee determines to use any Vendor(s) for the Program, the Grantee shall provide the list of Vendor(s) and Vendor Contracts on Exhibit C, attached and incorporated ("Vendor(s) and Vendor Contracts") and update as necessary. 5. Conditions of Disbursement of Grant. (a) Grantee shall be eligible to receive funds upon the fulfillment of the following condition: 3 (i) Receipt by the CFE Fund a countersigned copy of this Agreement, which includes Scope of Work and Grantee Budget. Budget should be a detailed, line -item projected accounting of all project costs. (b) Disbursements of the Grant shall be subject to the fulfillment of the following conditions: (i) Timely receipt of all Grantee reports. (ii) Satisfactory performance of this Agreement in accordance with the Scope of Work. (iii) The Grantee covenants and agrees that it shall take no actions, omit to take any action, or engage in any activity that could impair or endanger, either directly or indirectly, the CFE Fund's exempt status under the Internal Revenue Code, or which could hinder the CFE Fund's ability to fulfill its charitable mission. (c) Grant payout schedule: (i) 90% of funds will available for payment upon execution of contract and receipt of detailed line -item projected accounting. (ii) 5% of funds will be available upon receipt of interim report, with outcome deliverables, and detailed invoices reconciling how first 90% of funds was spent as well as refined detail budget for last 10%. (iii) Final 5% of funds will be available upon receipt of final report and documentation of all project spending projected in detailed line -item accounting (including attachments). (iv) All funds will be electronically transferred. 6. Payment of Grant. Subject to the fulfillment of the conditions set forth in Section 6: (a) The CFE Fund may increase the Scope of Work and corresponding outcome requirements and make concomitant payment adjustments as funds become available to expand services. Any increase in the Scope of Work and subsequent outcome goals would be made in consultation with the Grantee and the Vendor(s), if the Grantee determines to use any Vendor(s) for the Program. (b) Services provided by the Vendor, if the Grantee determines to use any Vendor(s) for the Program, to clients beyond the Grant term shall not be within the Scope of Work under this Agreement and shall not be included in the Grant. 4 Initial here (c) Grantee acknowledge that the CFE Fund will be making one or more electronic grant payments, and William POTM, Assistant Director, wporro@maimigov.com is authorized to enter the Grantee' s appropriate routing and account number into CFE Fund's payment system (bill.com). 7. Covenants. During the term of this Grant, the Grantee is expected to adhere to the terms and conditions below and outlined in Exhibit A, Scope of Work, and to account for the adherence of any Vendor(s), if the Grantee determines to use any Vendor(s) for the Program, under this agreement. Failure to adhere to these conditions will constitute an act of default and result in the return of part or all of the Grant funds to the CFE Fund and the termination of any obligation of the CFE Fund to pay subsequent invoices submitted after such default. In such a case, the CFE Fund will determine in its sole and absolute discretion the percentage of the Grant to be returned. Cessation or reclamation of Grant funding by the CFE Fund may also result in the Grantee' s elimination from consideration for investment from the CFE Fund in any other form. In the event that the CFE Fund terminates the Grant as provided herein, the Grantee shall return Grant funds to the CFE Fund within the time period specified by the CFE Fund upon termination. During the Grant term and beyond as applicable, the Grantee and, if the Grantee determines to use any Vendor(s) for the Program, its Vendor(s) under this Agreement agree to: (a) Coordinate the overall implementation of the program. The Grantee will oversee and direct the work of all partner organizations with respect to the Scope of Work, including its nonprofit, referral, integration and training partners. In particular, if the Grantee determines to use any Vendor(s) for the Program, the Grantee will monitor and manage the Vendor(s) to ensure proper implementation in conformance with the Scope of Work and ongoing model fidelity and will serve as the main point of contact with the CFE Fund. If the Grantee determines to use any Vendor(s) for the Program, then the Grantee and its Vendor(s) will draft and sign an agreement that will memorialize this understanding. (b) Adhere to the uses of the Grant detailed in the Scope of Work. (i) This Grant is made only for the purposes of implementing the Scope of Work and this Agreement. Any Grant funds not expended or committed for these purposes within the Grant term will be returned to the CFE Fund. Any prospective changes in the use of this Grant totaling over five (5%) percent of the total Grant amount or over twenty-five (25%) percent of any individual budget line must be submitted in writing to and approved by the CFE Fund. 5 (ii) In addition, the Grantee is expected to meet the milestones and outcomes stated in the Scope of Work within the specified timeframe and in accordance with the Grantee Budget. If the Grantee determines to use any Vendor(s) for the Program, then the Grantee is also responsible for ensuring that its Vendor(s) achieves the milestones and outcomes stated in its Scope of Work. Any material changes in the Grantee's or, if applicable, its Vendor's milestones, outcomes or timeframe should be reported to the CFE Fund at the earliest reasonable opportunity. The CFE Fund will decide in its sole and absolute discretion whether any delays in meeting milestones or outcomes constitute a violation of this covenant, and thus an event of default. (iii) The Grantee will provide immediate written notification to the CFE Fund if significant changes or events occur during the term of the Grant which could potentially impact the progress or outcome of the Grant, including, without limitation, changes in the Grantee's or, if applicable, Vendor(s)' management personnel, loss of funding or other extenuating circumstances which could affect the Grantee Budget or, if applicable, Vendor(s)' budgets. The CFE Fund, in its sole and absolute discretion, will determine if requests for budget modifications are warranted. (c) If the Grantee determines to use any Vendor(s) for the Program, then to confirm the tax-exempt status of each Vendor at the time of each payment, and ensure that that each Vendor is maintaining all authorizations, filings, exemptions, etc. required of a Vendor to perform its duties within and outside this Agreement. The Grantee also agrees to immediately provide any correspondence from the Internal Revenue Service or other related agencies regarding the above. (d) Cooperate in the monitoring, evaluation and reporting of work, as detailed in Exhibit A, Scope of Work. (e) Adhere to the CFE Fund financial compliance stipulations. (i) The Grantee will maintain financial records to clearly account for the Grant funds from the CFE Fund and proper expenditures in furtherance of the Grant. The Grantee shall retain and maintain adequate records to substantiate such expenditures according to generally accepted accounting practices. The Grantee shall retain original substantiating documents related to the specific Grant expenditures and make these records available to the CFE Fund upon request. (ii) The CFE Fund reserves the right to audit the Grantee's financial and other records to ensure the proper utilization of its Grant funds. During and at least three (3) years following the end of the Grant term, the Grantee will be expected to maintain records showing, separately from other accounts 6 kept in its books and records, the receipt and expenditure of the CFE Fund Grant funds. (f) Adhere to the CFE Fund's marketing and communications guidelines. (g) (i) The Grantee agrees to adhere to the marketing and communication guidelines of both the Citi Foundation and the CFE Fund (as it may be amended, modified, supplemented or otherwise revised), as applicable. The current form of the marketing and communication guidelines of the Citi Foundation are attached hereto as Exhibit E. (ii) The Grantee agrees to acknowledge the CFE Fund in all Program Grant - related materials and events including but not limited to websites, newsletters, media releases, public announcements, event invitations and programs. The CFE Fund will provide specific communication protocols including language for recognizing the CFE Fund in text and logo format. Grantee also shall provide to the CFE Fund final copies of all printed materials as part of the semi-annual progress reports for the Program. (iii) Any Program Grant -related media interviews or public announcements intended for media or public purposes must be coordinated with and approved by the CFE Fund in advance. (iv) The Grantee and, if applicable, its Vendor(s) may not publicly announce the receipt of this Grant or its details until the CFE Fund and its institutional investors have made their official announcement. Prior to the official announcement, the Grantee should consult with the CFE Fund to develop language that may be used for the purposes of recruitment and other administrative purposes. (v) Execution of this Grant agreement provides the CFE Fund and its institutional investors the right to disseminate any products, outcomes, or other information related to the Grantee's efforts regarding the Program in any media of its choosing. Whenever feasible, the CFE Fund will share these materials with the Grantee prior to publication and give appropriate credit to the Grantee as the provider of this information. The Grantee and, if applicable, its Vendor(s) will be expected to cooperate in any public education or outreach effort undertaken in connection with this Grant, which may include other CFE Fund programs. Adhere to the following prohibitions on the use of the Grant. Under no circumstances the Grantee or any other organization receiving the CFE Fund's Grant funds use these funds directly or indirectly for the following purposes or activities: 7 (i) Make a Grant to an individual for travel, study or other similar purpose, as described in section 4945(d)(3) of the Code. (ii) Promote or engage in violence, terrorism, bigotry, or the destruction of any state, nor will it make sub -Grants to any entity that engages in these activities. (iii) Influence legislation, especially for the benefit of the CFE Fund or any of its affiliates or funders, including by publishing or distributing any statements, or any campaign in support of or opposition to any pending legislation. (iv) Any other purposes outside what is stated in the Scope of Work without express written permission from the CFE Fund. 8. Insurance (a) Agreement to Insure. (i) Unless determined inapplicable and/or unnecessary as evidenced in prior written approval obtained from the CFE Fund and the Grantee, if the Grantee determines to use any Vendor(s) for the Program, then the Grantee shall ensure that any Vendor shall not commence performing services under this Agreement unless and until all insurance required by this Section is in effect, and shall ensure continuous insurance coverage in the manner, form, and limits required by this Section throughout the term of the Agreement. (ii) Grantee's Self -Insurance Letter addressed to the CFE Fund is attached and incorporated as Exhibit G to this Agreement. (b) Commercial General Liability Insurance. (i) The Grantee shall ensure that the Vendor shall maintain Commercial General Liability Insurance covering the Vendor as the named insured and the CFE Fund and the Grantee as additional insureds in the amount of at least One Million Dollars ($1,000,000) per occurrence. Such insurance shall protect the CFE Fund, the Grantee and the Vendor from claims for property damage and/or bodily injury, including death, which may arise from any of the operations under this Agreement. The Commercial General Liability Insurance should also provide the CFE Fund, the Grantee and the Vendor with coverage against abuse or molestation claims that may arise from any of the operations under this Agreement. Coverage under this insurance shall be at least as broad as that provided by the most recently issued Insurance Services Office ("ISO") Form CG 0001 and must be "occurrence" based rather than "claims -made." 8 (ii) Such Commercial General Liability Insurance shall name the CFE Fund and the Grantee, together with their officials and employees, as additional insureds with coverage at least as broad as the most recently issued ISO Form CG 20 10. (iii) The Grantee shall ensure that the Vendor and each sub -Vendor, to the extent applicable, adds the CFE Fund and the Grantee, together with their officials and employees, as additional insureds under all Commercial General Liability Insurance policies obtained by a sub -Vendor covering work performed by such sub -Vendor under this Agreement with coverage at least as broad as the most recently issued ISO Form CG 20 26. (c) Professional Liability Insurance. (i) The Grantee shall ensure that if the Vendor provides professional services pursuant to this Agreement for which professional liability insurance is reasonably commercially available, the Vendor shall maintain and submit evidence of Professional Liability Insurance appropriate to the type(s) of such services to be provided under this Agreement in the amount of at least One Million Dollars ($1,000,000) per claim. The policy or policies shall include an endorsement to cover the liability assumed by the Vendor under this Agreement arising out of the negligent performance of professional services or caused by an error, omission or negligent act of the Vendor or anyone employed by the Vendor. (ii) The Grantee shall ensure that all sub -Vendors of the Vendor providing professional services under this Agreement for which Professional Liability Insurance is reasonably commercially available shall also maintain such insurance in the amount of at least One Million Dollars ($1,000,000) per claim, and the Vendor shall provide to the Grantee, at the time of the request for sub -Vendor approval, evidence of such Professional Liability Insurance on forms acceptable to the CFE Fund and the Grantee. (iii) Claims -made policies will be accepted for Professional Liability Insurance. All such policies shall have an extended reporting period option or automatic coverage of not less than two (2) years. If available as an option, the Grantee shall ensure that the Vendor shall purchase extended reporting period coverage effective on cancellation or termination of such insurance unless a new policy is secured with a retroactive date, including at least the last policy year. (d) Workers' Compensation, Disability Benefits, and Employer's Liability Insurance. The Grantee shall ensure that the Vendor shall maintain, and ensure that each sub - Vendor maintains, Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's Liability Insurance in accordance with the laws of the 9 State of Florida on behalf of, or with regard to, all employees providing services under this Agreement; provided, that the requirements in this clause may be waived if determined inapplicable and/or unnecessary as evidenced in prior written approval obtained from the CFE Fund and the Grantee. (e) Unemployment Insurance. To the extent required by law, the Grantee shall ensure that the Vendor shall provide Unemployment Insurance for its employees. (f) Business Automobile Liability Insurance. (i) If vehicles are used in the provision of services under this Agreement, then the Grantee shall ensure that the Vendor shall maintain Business Automobile Liability insurance in the amount of at least One Million Dollars ($1,000,000) each accident combined single limit for liability arising out of ownership, maintenance or use of any owned, non -owned, or hired vehicles to be used in connection with this Agreement. Coverage shall be at least as broad as ISO Form CA0001, ed. 10/01. (ii) If vehicles are used for transporting hazardous materials, the Business Automobile Liability Insurance shall be endorsed to provide pollution liability broadened coverage for covered vehicles (endorsement CA 99 48) as well as proof of MCS-90. (g) General Requirements for Insurance Coverage and Policies. (i) All required insurance policies shall be maintained with companies that may lawfully issue the required policy and have an A.M. Best rating of at least A-VII or a Standard and Poor's rating of at least A, unless prior written approval is obtained from the CFE Fund and the Grantee. (ii) All insurance policies shall be primary (and non-contributing) to any insurance or self-insurance maintained by the CFE Fund or the Grantee. (iii) The Vendor shall be solely responsible for the payment of all premiums for all required insurance policies and all deductibles or self -insured retentions to which such policies are subject, whether or not the CFE Fund and the Grantee are insureds under the policy. (iv) There shall be no self-insurance program with regard to any insurance required under this Section unless approved in writing by the CFE Fund and the Grantee. Any such self-insurance program shall provide the CFE Fund and the Grantee with all rights that would be provided by traditional insurance required under this Section, including but not limited to the defense obligations that insurers are required to undertake in liability policies. 10 (v) The limits of coverage for all types of insurance required under this Section shall be the greater of (i) the minimum limits set forth in this Section or (ii) the limits provided to the Vendor as named insured under all primary, excess and umbrella policies of that type of coverage. (vi) All insurance policies required pursuant to subsections (b) and (c) above shall contain an endorsement substantially in the form as follows: "This policy may not be cancelled, terminated, modified or changed for any reason other than non-payment unless thirty (30) days prior written notice is sent by the insurance company to the named insured, the CFE Fund, and to Grantee. For non-payment, at least ten (10) days written notice must be provided." (h) Proof of Insurance. (i) For Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's Liability Insurance, the Grantee shall ensure that the Vendor shall file one of the following within ten (10) days of execution of this Agreement. ACORD forms are not acceptable proof of workers' compensation coverage: (A) C-105.2 Certificate of Workers' Compensation Insurance; (B) U-26.3 -- State Insurance Fund Certificate of Workers' Compensation Insurance; (C) Request for WC/DB Exemption (Form CE-200); (D) Equivalent or successor forms used by the New York State Workers' Compensation Board; or (E) Other proof of insurance in a form acceptable to the CFE Fund and the Grantee. (ii) For each policy required under this Agreement, except for Workers' Compensation Insurance, Disability Benefits Insurance, Employer's Liability Insurance, and Unemployment Insurance, the Vendor shall file a Certificate of Insurance with the Grantee within ten (10) days of execution of this Agreement. All Certificates of Insurance shall be in a form acceptable to the CFE Fund and the Grantee and certify the issuance and effectiveness of such policies of insurance, each with the specified minimum limits and evidence of the compliance with the Additional Insured provisions of this Section, if applicable. All Certificate(s) of Insurance shall be accompanied by either a duly executed "Certification by Broker" in the form attached to this Agreement or copies of all policies referenced in the Certificate of Insurance. If complete policies have not 11 yet been issued, binders are acceptable, until such time as the complete policies have been issued, at which time such policies shall be submitted. (iii) Certificates of Insurance confirming renewals of insurance shall be submitted to the Grantee prior to the expiration date of coverage of policies required under this Section. Such Certificates of Insurance shall comply with the requirements of subsections (h)(i) and (h)(ii) above, as applicable. (iv) The Vendor shall provide the CFE Fund and the Grantee with a copy of any policy required under this Section upon the demand for such policy by the CFE Fund or the Grantee. (v) Acceptance by the CFE Fund and the Grantee of a certificate or a policy does not excuse the Vendor from maintaining policies consistent with all provisions of this Section (and ensuring that sub -Vendors maintain such policies) or from any liability arising from its failure to do so. (i) Miscellaneous. (i) Where notice of loss, damage, occurrence, accident, claim or suit is required under a policy maintained in accordance with this Section, the Grantee shall ensure that the Vendor shall notify in writing all insurance carriers that issued potentially responsive policies of any such event relating to any operations under this Agreement (including notice to Commercial General Liability Insurance carriers for events relating to the Vendor's own employees) no later than twenty (20) days after such event. Such notice shall be in substantially the following form and specify that "this notice is being given on behalf of the CFE Fund and the Grantee as additional insureds as well as the named insured." Such notice shall also contain the following information: the number of the insurance policy, the name of the named insured, the date and location of the damage, occurrence, or accident, and the identity of the persons or things injured, damaged or lost. The Vendor shall simultaneously send a copy of such notice to the CFE Fund and to the Grantee. (ii) The Vendor's failure to maintain any of the insurance required by this Section shall constitute a material breach of this Agreement. Such breach shall not be waived or otherwise excused by any action or inaction by the CFE Fund or the Grantee at any time. The Grantee shall be responsible for notifying the CFE Fund of any such failure by the Vendor to maintain any of the insurance required by this Section. Upon such notification, the CFE Fund and the Grantee shall have no further obligation to honor any invoice submitted by such Vendor. (iii) Insurance coverage in the minimum amounts required in this Section shall not relieve the Vendor or its sub -Vendors of any liability under this 12 Agreement, nor shall it preclude the CFE Fund nor the Grantee from exercising any rights or taking such other actions as are available, respectively, to each of them under any other provisions of this Agreement or law. (iv) The Vendor waives all rights against the CFE Fund and the Grantee, including their respective officials and employees for any damages or losses that are covered under any insurance required under this Section (whether or not such insurance is actually procured or claims are paid thereunder) or any other insurance applicable to the operations of the Vendor and/or its sub -Vendors in the performance of this Agreement. 9. Indemnification and Sovereign Immunity. The parties acknowledge that as a Florida municipal corporation, Grantee is subject to the sovereign immunity provisions of Florida Laws, consistent with those immunities. (a) Regarding the program and the grant, The CFE Fund shall indemnify, defend and hold harmless the Grantee, including Grantee staff, and its officers, employees and agents, from any and all claims, demands, costs, judgments or liabilities to which they may be subject because of any acts or omissions of the CFE Fund, its officers, directors or trustees, employees, agents, representatives, Vendors or sub - Vendors, or because of any negligence or fault of the CFE Fund, its officers, directors or trustees, employees, agents, representatives, Vendors or sub -Vendors. This obligation shall survive and continue beyond any termination or expiration of this Agreement. (b) Regarding the program and the grant, the Grantee shall indemnify, defend and hold harmless the CFE Fund, including its staff, and its officers, directors or trustees, employees and agents, from any and all claims, demands, costs, judgments or liabilities to which they may be subject because of any acts or omissions of the Grantee, its employees, agents, representatives, Vendors or sub - Vendors, or because of any negligence or fault of the Grantee, its employees, agents, representatives, Vendors and sub -Vendors. This obligation shall survive and continue beyond any termination or expiration of this Agreement. (c) Regarding the program and the grant, and in accordance with the City's self- insurance program regarding the City, each of the parties hereto shall take all steps necessary to ensure that its staff, officers or trustees, employees, agents, representatives, Vendors and sub -Vendors are covered under all insurance policies necessary to effectuate the provisions of this Section. 10. Confidentiality and Public Records. To the extent of any specific exemptions from disclosures under the Florida Public Records Laws, all reports, information or data furnished to or to be prepared or assembled under this Agreement or any Vendor Contract are to be held confidential, 13 unless otherwise herein provided or subject to disclosure by law. The parties acknowledge that this Agreement is considered a public contract pursuant to Florida Statutes Section 119. 11. Non -Assignability. The Grantee shall not assign, transfer, subcontract, convey or otherwise dispose of this Agreement or of its rights, obligations, responsibilities or duties hereunder or under any Vendor Contract, either in whole or in part, without the prior written consent of the CFE Fund. 12. Compliance with Anti -Discrimination Rules. In its use of Grant funds provided by the CFE Fund, and in the course of all development, marketing and operation activities, the Grantee shall fully comply and shall require any Vendor, if the Grantee determines to use any Vendor(s) for the Program, with all applicable federal, state, local (and any other governmental), anti -discrimination laws, executive orders, rules and regulations. 13. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 14. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter of this Agreement and replaces and supersedes all prior agreements and understandings of the parties. This Agreement may be amended or modified only by a writing executed by the parties hereto. 15. Binding Agreement. Notwithstanding any other provision of this Agreement, the parties agree that this Agreement constitutes a legal, valid and binding agreement of each party, and is enforceable against each party in accordance with its terms. 16. Governing Law. AS A FLORIDA MUNICIPAL CORPORATION, GRANTEE IS BOUND BY THE STATE OF FLORIDA. AS A DELAWARE NON -STOCK, NON-PROFIT CORPORATION, CFE FUND IS BOUND BY THE LAWS OF THE STATE OF DELAWARE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. 14 17. Submission to Jurisdiction; Service of Process. (a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY TO THIS AGREEMENT AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. (b) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, ON BEHALF OF ITSELF OR ITS PROPERTY, BY PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY. NOTHING CONTAINED IN THIS SECTION 17 WILL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION. 18. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY RELEASES, WAIVES AND RELINQUISHES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR CAUSE OF ACTION IN WHICH ANY OF THEM ARE PARTIES, WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: (I) THIS AGREEMENT; (II) ANY PAST, PRESENT 15 OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO THIS AGREEMENT; (III) ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS AGREEMENT; (IV) THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT; AND (V) THE ENFORCEMENT OF THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES ITS WRITTEN CONSENT THAT TRIAL BY JURY WILL BE WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION AND AGREES THAT EACH OF THEM WILL HAVE THE RIGHT AT ANY TIME TO FILE THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT IN WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION MAY BE PENDING AS WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. 19. Amendment. The CFE Fund shall consider, but is not obligated to agree to, requests by the Grantee to amend the terms of this Agreement. Amendments to this Agreement shall be made only after (i) the CFE Fund has received written request from the Grantee stating the nature of the amendment request, and (ii) the CFE Fund has executed a written agreement describing the terms of the amendment. 20. Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or other electronic means of communication, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. 21. Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by electronic mail, telefacsimile or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) at the respective party's address listed on Exhibit D, Notices or (b) at such other address as may be designated by written notice to the other party. 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. CITIES FOR FINANCIAL EMPOWERMENT FUND, INC. By: Name: Jonathan Mintz Title: President and Chief Executive Officer ATTEST: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION By: Todd Hannon, City Clerk By: Name: Daniel J. Alfonso Title: City Manager, City of Miami APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: By: Anne -Marie Sharpe, Risk Management Director By: Victoria Mendez, City Attorney Exhibit A Scope of Work 1. Core Elements of Summer Jobs Connect. The City of Miami will be responsible for: a) Identifying and tracking up to 100 job slots funded under this initiative within their operating SYEP youth employment program. b) Using these funds as a match to their existing Summer Youth Employment and Financial Empowerment Program to expand to other work sites within the City of Miami. c) Leverage existing funding to attract new funders to expand SYEP, which includes adding new sites beyond the City's departmental sites, with a goal of employing 300 young people. d) Working closely with financial institution partners to make at least one safe/affordable financial product available to the vast majority of all SYEP participants. SYEP program touch points should be designed to integrate account enrollment and direct deposit of payroll. e) Innovation Fund activities include, but are not limited to: Providing multiple one-on-one financial counseling sessions to SYEP participants by Financial Empowerment Center counselors, working with the DMV to offer ID creation at the point of bank account enrollment, providing incentives to youth to promote direct deposit, seeking additional funding for program to expand including sites outside of city's departmental sites, and integrating payroll options for the expansion. f) Actively participating in the CFE Fund's research and learning community efforts. g) Potentially facilitating and participating in the CFE Fund's site visit during the summer. h) Supporting CFE Fund communications efforts promoting the SJC initiative. i) Preparing and submitting timely reports and billing. 2. Summer Employment. The Grantee will use the CFE Fund grant to fund a total of up to 100 SYEP slots to low- and moderate -income City of Miami youth. The CFE Fund will provide funding to support these job opportunities, which includes both wages and program administration costs for the added job slots and work sites. 3. Banking Access The City of Miami will build upon its successes from years 1-3 to help more SYEP participants access and use direct deposit, monitoring closely the quality of accounts offered to youth, advising the Parks and Recreation summer workforce program about how to advise its temporary employees about banking and direct deposit options. The City will implement banking access into SYEP by: • Providing resources at the orientations of all City SYEPs—coordinating with the SJC program manager, financial empowerment counselors, financial institution partners, and department of motor vehicles, to make sure that all youth are provided the opportunity to open and utilize appropriate bank products. The DMV will set up a mobile on -site ID registration at the orientations. • Educating youth during orientation on the benefits of being banked and the pros and cons of a variety of bank accounts, ranging from national banks to local credit unions. 4. Financial Empowerment Innovation Fund The CFE Fund will provide support towards the Grantee's financial empowerment program. • Conduct two one-on-one sessions with each youth participant. After the SYEP's close at the end of summer 2017, the counselors will follow-up with each youth client multiple times either through in -person sessions or via email or phone. The counselors will complete an individualized coaching assessment of each youth participant after each session to document data and track outcomes. The counselors will focus on assisting youth to develop a regular saving practice and assist with productive money management behaviors. • Provide incentives to encourage savings. All youth who agree to participate in the savings incentive for 6 months will receive a $25 gift card. If their account is still open and active by January 2018, the youth will be eligible for a 20% bonus on the balance, up to $100. The City will track to see if the desired income of increased savings is realized. • Investigate payroll options for expanded program. • Enhance and centralize the application system. 5. Research The Grantee and its vendors must identify, track, and report on youth occupying the jobs slots funded by CFE Fund. The Grantee and its vendors will also document progress towards the outcomes as structured in Exhibit F (the "2017 Outcomes") 6. Learning Community CFE Fund expects full participation and attendance at learning community gatherings and phone calls are mandatory for SJC grantees. Both workforce and financial empowerment partners (or their designees as applicable) will be required to attend two in -person meetings held in the spring and in the fall. Grantee partners must also join approximately 4-6 learning community conference calls that will be held throughout the grant year. The CFE Fund will have a monthly, one-on-one check -in call with each Grantee city. 7. Site Visits CFE Fund will be available to visit Miami and meet with program partners for one site visit to be planned in Spring/Summer of 2017, if needed. 8. Media, Public Relations and Volunteerism Grantee will document this success of the program, focusing on financial empowerment achievements, throughout the year to communicate the progress and impact of SJC. To do so, we will compile data and stories from all of the participating cities. To prepare for both planned and ad hoc communication opportunities, Grantee will be expected to prepare and provide content to the CFE Fund that includes, but is not limited to: • Social media campaign: The CFE Fund will work with city partners to create content for a Twitter campaign that has both a city/program partner element and a youth voices element. City and program partners will be asked to participate in the campaign through their own programmatic Twitter, and will also be asked to promote youth participation in CFE Fund social media contests and activities. o City partner campaign: Cities and program partners will be asked to post content on Twitter weekly; if partners also have Instagram or Facebook, they can use these channels as well. The CFE Fund will provide a social media calendar, but partners should also be prepared to create and post original content. All posts should use the #SummerJobsConnect hashtag. o Participant Campaign: Throughout the summer, the CFE Fund will run a number of incentivized contests where youth will be rewarded for sharing what SJC success has meant to them over Twitter, Facebook and Instagram. City partners are responsible for disseminating CFE Fund information about these contests and regularly encouraging participation in contests; city partners should also ensure that participants understand contests guidelines and requirements. City partners may choose to identify a cohort of Ambassadors who are encouraged to share social media content regularly, both for CFE Fund contests and independently. In addition, SJC grantees are expected to participate in and support CFE Fund and Citi Foundation communications and marketing opportunities, including but not limited to: • Mayoral event: Cities are required to hold a mayoral level event relating to SYEP, with an opportunity for representatives from the Citi Foundation or Citibank to speak. Cities must provide at least two weeks of advanced notice so Citi can identify an appropriate staff member to attend, and must coordinate with the CFE Fund and Citi on event logistics in advance. • Press Office contact: By May 26, 2017, cities must identify a contact in the Mayor's Press Office or other appropriate office who can coordinate with CFE Fund staff when press inquiries arise. Contact information should be sent to Katie Plat, kplat@cfefund.org. • City representative contact: By May 26, 2017, cities must identify a city representative to serve as a lead spokesperson, who can speak about the importance of SJC and the value of investing in the financial well-being of youth. This representative should be prepared to do media interviews and participate in the creation of any promotional materials promoting Summer Jobs Connect. • Logos: Please add Citi Foundation logo liberally and send photos or links to uses of Citi logo to CFE Fund. Just note that the Citi Foundation requires that any grant recipient using Citi's logo on any collateral, including websites, will complete a Logo Consent Form, which will be provided by the CFE Fund. • Public Relations opportunities: The CFE Fund also expects each SJC City to identify potential filming and public relations opportunities for Citi Foundation to attend, and identify the success stories of the initiative. • Volunteerism: The CFE Fund expects the Citi Foundation and Citi financial branch locations and their employees to be involved within each city regarding volunteerism. The Grantee also commits to incorporate Citi volunteers whenever possible. Opportunities include but not limited to: • Volunteerism related events can include such events as co -sponsoring the painting of a local park or school facility. This can include local social and media coverage. • School program partners; Miami High, Miami Jackson, Miami Edison and Booker T. Washington. 9. Interim and Final Reports Grantees will be required to complete two reports during the 2017 Summer Jobs Connect grant period. • The interim report is due Tuesday, August 15, 2017. The CFE Fund will require an interim budget report, and other program specific data that is available for processing. • The final report is due Tuesday, October 17, 2017. This will include completing Exhibit F, 2017 Outcomes The interim report and the final reports must be submitted completed and on -time to ensure timely release of remaining payments. As part of the final report, Grantee will be required to submit a playbook that documents the financial empowerment work (including direct deposit and financial education efforts) that was integrated into the program so that other cities can learn from the success of the Grantee. Please review these reports and contact the CFE Fund with any questions or concerns in advance of the due date. Exhibit B Grantee Budget The City of Miami will use the match funding from this grant to provide up to 100 Summer Youth Employment Program "SYEP" slots to low and moderate -income youth. City Name: City of Miami - Summer Youth Expansion # Slots Total Cost per Si t/Per Summer (3 Total Budget Summer Youth Employment & Financial Empowerment 1 Eaming Cost per Student Slot at $8.10/hr. 100 2,552 $255,150 2 Program Manager for expansion ($35,000 + benefits) $48,300 3 Program administration (10%) $25,515 4 Local agency administration and payroll $16,583 Subtotal $345,548 5 Program Supplies $1,500 6 Transportation (monthly bus passes) $9,375 7 Financial EmpowermentCoach(s)- forthesummermonths $11,077 Total Innovation Fund Proposal $21,952 TOTAL PROPOSAL $367,500 Program Details Program Details 1 Eaming Cost per Student Slot Estimated number of slots for a total amount of students to be able to work for 35 hours per week for 9 weeks. 2 Program Manager for expansion Assign a Program Manager to oversee the expansion and ensure the current program guidelines and criteria are followed. 3 Progrram Administration This cost includes partnering with local non-profit or staffing agency, who has the established community connections for additional work sites. This partnership would incur and administrative expense to provide oversight support for such items as direct deposit, workman's comp and to ensure proper payroll and financial reporting. 4 Local agency administration and payroll Contracting with a local reputable and experienced non-profit to provide oversight, screening, management and payroll expand and place an additional 100 students at various job slots. 5 Program Supplies Coverage of the basic program office expense such as paper, and office supplies to support the program 6 Transportation (monthly bus passes) To provide some monthly bus passes to those students who need it the most and assist in their transportation expense. 7 Financial Empowerment Coach(s) - for the summer months The center piece of the program is connecting the students to a financial coach. This would allow a dedicated financial coach to be assigned to this expanded group of students for 3 months through the City. 8 Rollover from 2016 grant award Funds will be used to supplement added expenses to host and service a larger group of students including; logistics and venue/food expenses for orientation, supplies, work insurance purchased through the school system to avoid workmens comp, incentives, and hiring (3) alumni students as program mentors. Exhibit C Vendor(s) and Vendor Contracts (To be provided by the Grantee and updated as necessary) Notices Cities for Financial Empowerment Fund, Inc. I-Hsing Sun Cities for Financial Empowerment Fund, Inc. 44 Wall Street, Suite 605 New York, NY 10005 Telephone: (646) 362-1634 Email: isun@cfefund.org Grantee William Porro City of Miami 444 SW 2nd Avenue, 5th Floor Miami, FL 33130 Telephone: (305) 416-2181 Email: wporro@miamigov.com Exhibit D EXHIBIT D Exhibit E Marketing and Communications Guidelines Citi Foundation EXHIBIT E Exhibit F 2017 Outcomes 2017 Actuals Estimated Pre SJC Actuals how many youth are served by your city's SYEP in total? how many youth are served by the SYEP that your agency oversees and manages? for how many youth did the city determine banking status (whether the youth had a bank account upon joining SYEP)? for how many youth did the city or its contractors facilitate opening a new bank account? how many youth had the option of direct depositing their summer pay into a bank account? how many youth got messaging from the city or its contractors about setting up direct deposit? how many youth actually received their pay via direct deposit? how many youth receiving DD split their deposit into savings and transactions accounts? how many youth in SYEP received financial education? how many youth who received financial education got specific messaging about how to use bank/credit union accounts or paycards to minimize expenses? how many (younger) youth who received financial education got specific messaging about how to save, including resisting temptation? how many (older) youth who received financial education got specific messaging about coping skills for income/expense mismatch? Page 26 of 27 Exhibit G Grantee's Self -Insurance Letter Page 27 of 27