HomeMy WebLinkAboutExhibit SUB0 Cities for
FINANCIAL
EMPOWERMENT
Fund
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GRANT AGREEMENT
This Grant Agreement (the "Agreement"), dated as of March 1, 2018 (the "Effective Date") 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"), the City of Miami, a
Florida municipal corporation, whose principal address is 3500 Pan American Drive, Miami,
Florida 33133, acting through its City Manager (hereinafter referred to as "Municipal 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 Municipal Grantee in the work
contemplated by this Agreement furthers the exempt purposes of the CFE Fund.
WHEREAS, the Municipal 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
for Summer Jobs Connect ("the Program") set forth in Exhibit A (the "Scope of Work").
WHEREAS, the CFE Fund, the Municipal Grantee desires to enter into this Agreement to
provide for the terms and conditions of the Grant and the Program.
NOW, THEREFORE, the CFE Fund, the Municipal Grantee agrees as follows:
1. Grant.
The CFE Fund pledges and agrees to provide the Municipal Grantee a Grant in the form
of cash or cash equivalents in an amount not to exceed $367,500 THREE HUNDRED
SIXTY-SEVEN THOUSAND AND FIVE HUNDRED DOLLARS. Grant funds will
be paid electronically in U.S. Dollars no sooner than what is laid out in the Grant Payout
Schedule in Section 6(c).
2. Use of Grant.
The Grant is to be used only for the purposes outlined in the Scope of Work and in
accordance with the specific allocations identified in the Grant budget included in Exhibit
B (the "Grantee Budget"). The Municipal Grantee must obtain the prior written consent
of the CFE Fund before engaging in any work that is beyond the Scope of Work and the
4 Wall Street, Suite 605 I New York, NY loon I www.cfffund_org
3993 Exhibit -SUB
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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 12 month grant. The Grant term will begin as of the Effective Date and
end on February 28, 2019. 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, the Municipal 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 Municipal Grantee's administration of any
Vendor work as it relates to the Scope of Work.
(c) If the Agreement is terminated by any party for any reason, CFE Fund will have
no further obligation to make any payments to the Municipal 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) A Vendor shall be defined for purposes of this contract as a community -based
501(c)(3) organization, governmental organization or private entity engaged by
the Municipal Grantee to support the implementation of the Program..
(b) The CFE Fund hereby appoints the Municipal Grantee as its sole and exclusive
agent with respect to any Vendor(s). Each Vendor may rely upon the direction
and instruction of the Municipal Grantee.
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(c) For a period of three (3) years and a day following the expiration of the Grant
term, the Municipal Grantee shall keep and maintain accurate books, records, and
accounting documentation of each Vendor's performance under the Scope of
Work and shall make such records available for inspection by the CFE Fund
and/or its auditors upon prior reasonable notice to such effect.
5. Conditions of Disbursement of Grant.
(a) Municipal Grantee shall be eligible to receive funds upon the fulfillment of the
following condition:
(i)
Receipt by the CFE Fund of a countersigned copy of this Agreement,
which includes Scope of Work and Municipal Grantee Budget. Budget
should be a detailed, line -item projected accounting of all Program costs.
(b) Disbursements of the Grant shall be subject to the fulfillment of the following
conditions:
(i)
Timely receipt of all Municipal Grantee reports and Financial Reporting in
accordance with Exhibit C - Reporting Template.
(ii) Satisfactory performance of this Agreement in accordance with the Scope
of Work.
(iii) The Municipal Grantee covenant that it shall take no action, 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.
(iv) The Municipal Grantee shall review each invoice submitted by Vendor(s)
for the performance of services in light of the purposes as expressed in the
Request for Proposal and Scope of Work, and shall promptly furnish the
CFE Fund with copies of vendor invoices or other such proof of services
provided pursuant to this contract, when requested.
(c) Grant Payout Schedule: The total grant will be split into three payments.
(i)
Initial 90% of funds for payment to the Municipal Grantee ($330,750) will
be available upon execution of contract and receipt of detailed line -item
projected accounting.
(ii) Additional 5% of funds to the Municipal Grantee ($18,375) will be
available upon receipt of interim report, and detailed invoices reconciling
how first 90% of funds was spent as well as refined detail budget for last
10%.
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(iii) Final 5% of funds to the Municipal Grantee ($18,375) 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 and at the option of the Municipal Grantee.
(b) Services provided by the Municipal Grantee 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.
Initial here (c)
Municipal Grantee acknowledges that the CFE Fund will be making one or more
electronic grant payments, and that William Porro, Assistant Director,
wporro@miamigov.com is authorized to enter the Municipal Grantee's appropriate
routing and account number into CFE Fund's payment system (bill.com). The first time
the Municipal Grantee uses the system, the Municipal Grantee's fiscal staff will create an
account to enter the Municipal Grantee's appropriate bank routing and account number.
The fiscal staff will ensure that account information in system is accurate.
(d) The CFE Fund's ability to pay out this Grant is dependent on the timely receipt of Grant
funding from institutional Grantors. In the event that the CFE Fund has not received
sufficient or timely funding from these Grantors, the CFE Fund may elect to postpone,
reduce, or eliminate this Grant prior to disbursement.
7. Covenants.
During the term of this Grant, the Municipal Grantee is expected to adhere to the terms
and conditions below and outlined in Exhibit B - Scope of Work. 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 Municipal 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 Municipal 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 Municipal Grantee under this
Agreement agrees to:
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(a) Coordinate the overall implementation of the program with respect to the Scope
of Work.
The Municipal Grantee will oversee and direct the work of all partner
organizations with respect to the Scope of Work and a proposal, if any, including
nonprofit, referral, integration and training partners. In particular, the Municipal
Grantee will monitor and manage any 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.
(b) Adhere to the uses of the Grant detailed in the Request for Proposal.
(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.
(ii) In addition, the Municipal 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. The Grantee is also responsible
for ensuring that any Vendor(s) achieve the milestones and outcomes
stated in its proposal. Any material changes in the Municipal Grantee'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 Municipal 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 Municipal Grantee's
management personnel, loss of funding or other extenuating circumstances
which could affect the Grant budget. The CFE Fund, in its sole and
absolute discretion, will determine if requests for budget modifications are
warranted.
(c) Cooperate in the monitoring, evaluation and reporting of work, as detailed in
Exhibit B - Scope of Work.
(d) Adhere to the CFE Fund financial compliance stipulations.
(i)
The Municipal Grantee will maintain financial records to account clearly
for the Grant funds from the CFE Fund and proper expenditures in
furtherance of the Grant. The Municipal Grantee shall retain and maintain
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adequate records to substantiate such expenditures according to generally
accepted accounting practices. The Municipal 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 Municipal Grantee's
financial and other records to ensure the proper utilization of its Grant
funds. During and at least three years and one day following the end of
the Grant term, the Municipal Grantee will be expected to maintain
records showing, separately from other accounts kept in its books and
records, the receipt and expenditure of the CFE Fund Grant funds.
(e) Adhere to the CFE Fund's marketing and communications guidelines.
(i)
The Municipal Grantee agrees to adhere to the marketing and
communication guidelines of the CFE Fund (as it may be amended,
modified, supplemented or otherwise revised), and any Grant -relevant
institutional investors, including Citi Foundation as provided by the CFE
Fund and as applicable. The current form of the marketing and
communication guidelines of the Citi Foundation are attached hereto as
Exhibit E.
(ii) The Municipal Grantee agrees to provide details about all Grant -related
marketing and communication materials and events to the CFE Fund
reasonably in advance to jointly determine appropriate branding
opportunities for the CFE Fund and any relevant CFE Fund partners. The
Municipal Grantee agree to acknowledge the CFE Fund and Citi
Foundation in all 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. Municipal Grantee also shall provide to the
CFE Fund final copies of all printed materials as part of the progress
reports for the Program.
(iii) Any 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.
(v) The Municipal Grantee 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.
(vi) Execution of this Grant agreement provides the CFE Fund and its
institutional investors the right to disseminate any products, outcomes, or
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other information related to the Municipal Grantee's efforts in any media
of its choosing. Whenever feasible, the CFE Fund will share these
materials with the Municipal Grantee prior to publication and give
appropriate credit to the Municipal Grantee as the provider of this
information. The Municipal Grantee 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.
(f) Adhere to the following prohibitions on the use of the Grant.
Under no circumstances the Municipal Grantee, any Vendor or any other
organization receiving the CFE Fund's Grant funds use these funds directly or
indirectly for the following purposes or activities:
(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.
Unless determined inapplicable and/or unnecessary as evidenced in prior written
approval obtained from the CFE Fund, the Municipal Grantee 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.
(b) Commercial General Liability Insurance.
(i)
The Municipal Grantee shall maintain Commercial General Liability
Insurance covering themselves as the named insured and the CFE Fund as
additional insured in the amount of at least One Million Dollars
($1,000,000) per occurrence. Such insurance shall protect the CFE Fund,
the Municipal Grantee from claims for property damage and/or bodily
injury, including death, which may arise from any of the operations under
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this Agreement. The Commercial General Liability Insurance should also
provide the CFE Fund, the Municipal Grantee 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."
(ii) Such Commercial General Liability Insurance shall name the CFE Fund,
the Municipal 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.
(c) Professional Liability Insurance.
(i)
If the Municipal Grantee provides professional services pursuant to this
Agreement for which professional liability insurance is reasonably
commercially available, the Municipal Grantee shall maintain and submit
evidence of Professional Liability Insurance appropriate to the type of
such services to be provided under this Agreement in the amount of at
least Five Million Dollars ($5,000,000) per claim. The policy or policies
shall include an endorsement to cover the liability assumed by the
Municipal Grantee 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 Municipal
Grantee.
(ii) 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 Municipal Grantee 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 Municipal Grantee shall maintain, and ensure that each Vendor maintains,
Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's
Liability Insurance in accordance with the laws of the Florida on behalf of, or
with regard to, all employees providing services under this Agreement.
(e) Unemployment Insurance.
To the extent required by law, the Municipal Grantee shall provide
Unemployment Insurance for its employees.
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(f) Business Automobile Liability Insurance.
(g)
(i)
If vehicles are used in the provision of services under this Agreement, then
the Municipal Grantee 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.
Cyber Liability Insurance.
Without limiting any of the obligations or liabilities, the Municipal Grantee shall
carry and maintain, at its own expense including any applicable deductibles or
retentions, as long as respective, applicable statute of limitation or repose are in
effect relating to the specific purposes of this Agreement, insurance policies of the
kind and limits listed below and with insurers with an A.M. Best's Rating of not
less than A-VII at all times. Accordingly, the Municipal Grantee will maintain the
following insurance requirements:
Cyber Liability insurance with limits of not less than One Million Dollars
($1,000,000) for each occurrence and an annual aggregate of One Million Dollars
($1,000,000) covering claims involving privacy violations, information theft,
damage to or destruction of electronic information, intentional and/or
unintentional release of private information, alteration of electronic information,
extortion and network security. Such coverage is required only if any products
and/or services related to information technology (including hardware and/or
software) are provided pursuant to this Agreement and for claims involving any
services for which Municipal Grantee are engaged in connection with this
Agreement with Insured for such length of time as necessary to cover any and all
claims; 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.
(h) 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 Municipal
Grantee.
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(ii) All insurance policies shall be primary (and non-contributing) to any
insurance or self-insurance maintained by the CFE Fund.
(iii) The Municipal Grantee shall be solely responsible for the payment of own
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 is insured 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.
Any such self-insurance program shall provide the CFE Fund 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.
(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 Municipal Grantee 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 and the CFE Fund.
For non-payment, at least ten (10) days written notice must be provided."
(i) Proof of Insurance.
(i)
For Workers' Compensation Insurance, Disability Benefits Insurance, and
Employer's Liability Insurance, the Municipal Grantee 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 Municipal Grantee.
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(ii) For each policy required under this Agreement, except for Workers'
Compensation Insurance, Disability Benefits Insurance, Employer's
Liability Insurance, and Unemployment Insurance, the Municipal Grantee
shall file a Certificate of Insurance with the CFE Fund within ten (10)
days of execution of this Agreement. All Certificates of Insurance shall be
in a form acceptable to the CFE Fund 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 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
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 Municipal 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 Municipal Grantee shall provide the CFE Fund with a copy of any
policy required under this Section upon the demand for such policy by the
CFE Fund.
(v) Acceptance by the CFE Fund of a certificate or a policy does not excuse
the Municipal Grantee from maintaining policies consistent with all
provisions of this Section (and ensuring that Vendors maintain such
policies) or from any liability arising from its failure to do so.
Miscellaneous.
(i)
Where notice of loss, damage, occurrence, accident, claim or suit is
required under a policy maintained in accordance with this Section, the
Municipal Grantee 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 Municipal Grantee'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 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
Municipal Grantee shall simultaneously send a copy of such notice to the
CFE Fund.
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(ii) The Municipal Grantee'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 at any time. The Municipal Grantee shall be
responsible for notifying the CFE Fund of any such failure to maintain any
of the insurance required by this Section. Upon such notification, the CFE
Fund shall have no further obligation to honor any invoice submitted by
the Municipal Grantee.
(iii) Insurance coverage in the minimum amounts required in this Section shall
not relieve the Municipal Grantee of any liability under this Agreement,
nor shall it preclude the CFE Fund from exercising any rights or taking
such other actions as are available to it under any other provisions of this
Agreement or law.
(iv) The Municipal Grantee waive all rights against the CFE Fund, including
its 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 Municipal Grantee in the
performance of this Agreement.
9. Non -Impairment Of Charitable Status.
The Grantee covenants and agrees that it shall take no action, 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.
10. Indemnification.
(a) The CFE Fund shall indemnify, defend and hold harmless the Municipal Grantee,
including Municipal Grantee, 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 because of any
negligence or fault of the CFE Fund, its officers, directors or trustees, employees,
agents, representatives, or Vendors. This obligation shall survive and continue
beyond any termination or expiration of this Agreement.
(b) The Municipal 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 Municipal Grantee, or any
of its employees, agents, representatives, or because of any negligence or fault of
the Municipal Grantee, its employees, agents, and representatives. This obligation
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shall survive and continue beyond any termination or expiration of this
Agreement.
(c) Each of the parties hereto shall take all steps necessary to ensure that its staff,
officers or trustees, employees, agents, representatives, and vendors are covered
under all insurance policies necessary to effectuate the provisions of this Section.
11. Confidentiality.
All reports, information or data furnished to or to be prepared or assembled under this
Agreement are to be held confidential, unless otherwise herein provided (including,
without limitation, the terms and conditions set forth in Section 7(e) and the Scope of
Work) or subject to disclosure by law.
12. Non -Assignability.
The Municipal Grantee shall not assign, transfer, subcontract, convey or otherwise
dispose of this Agreement or of its rights, obligations, responsibilities or duties
hereunder, either in whole or in part, without the prior written consent of the CFE Fund.
13. 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 Municipal Grantee shall fully comply with all
applicable federal, state, local (and any other governmental), anti -discrimination laws,
executive orders, rules and regulations.
14. 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.
15. 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.
16. 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.
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17. Governing Law.
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.
18. 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
16 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.
19. 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
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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
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.
20. Amendment.
The CFE Fund shall consider, but is not obligated to agree to, requests by the Municipal
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 Municipal
Grantee stating the nature of the amendment request, and (ii) the CFE Fund has executed
a written agreement describing the terms of the amendment.
21. 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.
22. 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.
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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:
Date:
Name: Jonathan Mintz
Title: President and Chief Executive Officer
ATTEST: CITY OF MIAMI, A FLORIDA
MUNICIPAL CORPORATION
By:
Todd Hannon, City Clerk
By:
Name: Emilio T. Gonzalez
Title: City Manager, City of Miami
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM
REQUIREMENTS: AND CORRECTNESS:
By: By:
Anne -Marie Sharpe, Risk Management Director Victoria Mendez, City Attorney
GRANT AGREEMENT
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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 225 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 100 SYEP slots to low- and moderate -
income youth. The CFE Fund will provide funding to support these job opportunities, which
includes both wages and program administration costs and the use of a staffing agency for the
added job slots and work sites.
Funds may only be used to pay participants who are employed at:
• nonprofit entities or governmental institutions, or
• employers that are are for -profit companies but do not have the financial resources (such
as micro- or small businesses).
3. Banking Access
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The City of Miami will build upon its successes from years 1-4 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 2018, 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
creation of their personalized savings plan and maintain their accounts will receive a $25
gift card. The City will track to see if the desired income of increased savings is realized.
• 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 225 young
people.
• Investigate payroll options for expanded program.
• Enhance and centralize the application system with new processing.
5. Evaluation
The Municipal Grantee and Organizational Grantee 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 C—Reporting
6. Learning Community
The CFE Fund expects full participation and attendance of both workforce and financial
empowerment partners (or their designees as applicable) at learning community gatherings and
phone calls for SJC grantees, including attendance at two in -person meetings held in the spring
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and in the fall of 2018. Municipal Grantee and Organizational Grantee will respond to requests
from CFE Fund to share best practices with other Program Grantees. The CFE Fund also will
have monthly, one-on-one check -in calls with each grantee city.
7. Media, Public Relations and Volunteerism
Grantee will document the success of the program, focusing on financial empowerment
achievements, throughout the year to communicate the progress and impact of SJC. To do so, the
CFE Fund 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 participation: Youth ambassadors, along with the more general group of
SJC participants will also be asked to share their thoughts on Twitter, using the hashtag
#SummerJobsConnect and their city program's Twitter handle.
• 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, they can use these channels as
well. The CFE Fund will provide a social media calendar with sample tweets, 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. 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.
The Grantee will facilitate a City Leadership Communications Plan; in which the municipal
partner will engage the Mayor in highlighting Summer Jobs Connect efforts, including in
acknowledging the partnership and support received from the Citi Foundation and the CFE Fund.
Grantee will engage in the following communications and marketing efforts, and share
opportunities with CFE staff providing enough lead time to adequately ensure that Citi
Foundation and CFE Fund can appropriately respond to request for staffing or quotes.
City Leadership Communications Plan will include:
• Disseminating a press release, before or during the summer on or about the week of June
l lth, 2018, that acknowledges Citi Foundation and CFE Fund partnership, and includes a
quote from Citi Foundation. The press release should come from the Mayor/Mayor's
Office. (required)
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• Tweeting (required) a couple of times over the summer about Summer Jobs Connect,
using the #SummerJobsConnect hashtag to:
• Acknowledge @Citi Foundation for their support of the program, and
• Reference/amplify the CFE Fund's Summer Jobs Connect Youth Voices
Twitter campaign.
• In addition, ONE or MORE of the following must also be included in the Grantee's city
leadership communications plan: (required)
o Holding a Mayoral press conference, or other event where Citi Foundation's
support is acknowledged and a Citi representative has a speaking role.
• If Summer Jobs Connect and the Citi Foundation's partnership will be
recognized at otherwise organized mayoral events (thank you events,
award presentations, summer kickoffs, etc), there should be an opportunity
for a Citi Foundation representative to deliver remarks, and the CFE Fund
must be given sufficient advance notice to identify the appropriate
representative.
• 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 Kelsey Bradley from CFE Fund (kbradley@cfefund.org) on event
logistics in advance.
o Publish a blog post or an op-ed about the SYEP, including a reference to Citi
Foundation's support
o Create a dedicated video or other media piece that recognizes Citi Foundation
support, and sharing it on Mayor's and other City social media channels.
o Create a photo opportunity for the Mayor, a representative from Citi, and SJC
participants that can be shared with the CFE Fund and Citi Foundation and posted
it on the Mayor's and other City social media accounts.
• Ideally, this photo would be contextualized as SJC by perhaps taking place
at a job site or other relevant location.
• The photo opportunity may occur during a press conference that takes
place at the beginning of the summer, and may be an opportunity to
present a "big check."
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:
• Press Office contact: By March 22, 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 Kelsey Bradley,
kbradley@cfefund.org.
• Logos: Please add Citi Foundation logo liberally and send photos or links to uses of Citi
logo to Kelsey Bradley at the CFE Fund. 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.
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Exhibit B
Grantee Budget
0 Cities for
FINANCIAL
EMPOWERMENT
Fund
SUMMER JOBS CONNECT - YR 5 (2018)
City Name:
# Slots
Total Cost per Slot/Per
Summer
Total Budget
Youth employment
Payroll Costs for Participant Slots
100
$2,599
$259,875
Fringe benefits
100
$401
$40,093
Background screening
100
$30
$3,007
Administrative Costs for Participant Slots
100
$483
$48,300
Total employment proposal
$351,275
Financial Empowerment Innovation
Fund Proposal
$5,000
Financial Coach
Program Supplies
$1,100
Transportation
$10,125
Total Innovation Fund Proposal
$16,225
TOTAL PROPOSAL
$367,500
EXHlB1'1B
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Reporting
Exhibit C
The Municipal Grantee is responsible for submitting progress reports using the CFE Fund's
online grant portal.
Financial Reporting
The CFE Fund requires financial documentation of expenses paid for Summer Jobs Connect
corresponding to the Municipal Grantee budget.
Program Reports
The CFE Fund will assign semi-annual program reports to track progress towards grant
objectives and understand local Summer Jobs Connect accomplishments, challenges, and lessons
learned. An overall Program budget, will also be expected. A total of two Program Reports will
be completed throughout the Grant term. The interim report is due on July 24, 2018, and the
final report is due on October 16, 2018.
Outcomes to be tracked include the following:
2018
Actuats
Estimated
prc.SJC
acruats'
haw many youth :irc served by your city's SYEP In total'
how many youth are served by the SYEP that your agency
oversees and manages?
for flaw many youth did the city detoi -line banking status
(whether the youth bad a bank account upon pining SYEP)?
for how imam. youth did the city or its contractors facilitate
opening a new bank account'
how many youth had the option of direct depositing thalr
summer fray into a bar* account?
how many youth got messaging from the city of its contractors
ahr.�ut setting up direct deposit?
riDA, many youth aGtuilly rc'ce..red their pay via diroct deposit?
now many youth receiving DD sprit 'Moir deposit into .aVirr{js
and transactions accounts?
how marry youth in SYEP receivcid financial education?
Dour many youth who recorded financial education got specific
mirssaging about hoot to use bank/credit Lillian scct:unts or
paycarobs to minimize expenses?
how many (yaungerl youtiz who received financial education gat
specific messaging about how to save, Including resisting
temptation?
11004 many I,ratderl youth olio received financial education goat
specific messaging about coping skills for iineurrti1exp•errsti
mismatch?
EXHIBIT C
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Notices
Cities for Financial Empowerment Fund, Inc.
I-Hsing Sun
Chief Program Officer
Cities for Financial Empowerment Fund, Inc.
44 Wall Street, Suite 605
New York, NY 10005
Telephone: (646) 362-1634
Email: isun@cfefund.org
Municipal Grantee
William Porro
Assistant Director
City of Miami
444 SW 2nd Ave., Miami, FL 33130
Telephone: (305) 416-2181
Email: wporro@miamigov.com
Exhibit D
EXHIBIT D
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Exhibit E
Citi Foundation Marketing guidelines
EXHIBIT F
SUBSTITUTED
0 Cities for
FINANCIAL
EMPOWERMENT
Fund
GRANT AGREEMENT
This Grant Agreement (the "Agreement"), dated as of [MONTH][DAY], [Y ' ], is by and
between the Cities for Financial Empowerment Fund, Inc. (the "CFE Fund" a Delaware non -
stock, non-profit corporation, and[the City of Miami acting through its 0 e of Contracts (the
"Grantee").
WHEREAS, the CFE Fund works to support municipal engageme to improve the financial
stability of low and moderate income households by embed + g financial empowerment
strategies into local government infrastructure (the "Purposes").
WHEREAS, the CFE Fund has determined that the su
ort of the Grantee in the work
contemplated by this Agreement furthers the exempt purpo • - s of the CFE Fund.
WHEREAS, the Grantee has agreed to use the funds ovided by this Agreement (the "Grant")
to support the Purposes by managing the implemen . ion and operation of the activities set forth
in Exhibit A (the "Request for Proposal") and E s it B (the "Scope of Work") (collectively, the
"Pro gram") .
WHEREAS, the CFE Fund and the Grante- i esire to enter into this Agreement to provide for the
terms and conditions of the Grant and the rogram.
NOW, THEREFORE, the CFE Fund : d the Grantee agree as follows:
1. Grant.
The CFE Fund pled. t and agrees to provide the Grantee a Grant in the form of cash or
cash equivalents . n amount not to exceed THREE HUNDRED AND NINETY FIVE
THOUSAND ($ -5,000). Grant funds will be paid in U.S. Dollars.
2. Use of Gran
The Gris to be used only for the purposes outlined in the Request for Proposal and in
accord- ce with the specific allocations identified in the Grant budget included in Exhibit
C (t► - "Grantee Budget"). The work detailed in the Request for Proposal should be
ex uted in accordance with Scope of Work. The Grantee must obtain the prior written
nsent 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.
130 William Street, Suite 920 I New York, NY 10038 I www.cfefund.org
SUBSTITUTED
3. Administration of Grant.
(a) Pursuant to a Fiscal Sponsorship Agreement, dated as ofJuly 1, 2013 (the "Fis :1
Sponsorship Agreement"), Living Cities, Inc.: The National Comm ity
Development Initiative ("Living Cities"), a Delaware corporation quali ed as
exempt from federal income tax under section 501(c)(3) of the Internal evenue
Code of 1986, as amended (the "Code"), acts as the fiscal sponsor the CFE
Fund. Living Cities hereby confirms that the CFE Fund is its , ent for the
administration of this Agreement such that the Grantee may ely upon the
direction and instruction from the CFE Fund.
(b) In the event that, prior to the expiration of the Grant term, e er (i) the CFE Fund
becomes a separately organized non-profit that is exempt om federal income tax
under section 501(c)(3) of the Code, and that is a publy y supported organization
described in section 509(a) of the Code or (ii) the C' Fund engages a different
fiscal sponsor that is exempt from federal income . x under section 501(c)(3) of
the Code and that is a publicly supported organi tion described in section 509(a)
of the Code (either, a "Successor CFE Fun+ , then, at such time, the Fiscal
Sponsorship Agreement with Living Cities s - all terminate and the Successor CFE
Fund will become the principal of this Agr -ment.
4. Term.
(a) This is a one-year Grant. The Grterm will begin on March 1, 2014 and end on
February 28, 2015.
(b) This Agreement may be temated at any time prior to its scheduled termination
as set forth above:
(i) By either the ' E Fund or the Grantee without cause by giving the other
party sixty 0) days' prior written notice;
(ii) Immed' ely by a non -breaching party following a material breach of this
Agre ent by the other party and the expiration of a ten (10) day "cure"
per' • d after the non -breaching party shall have given notice to the
b -aching 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 of any Vendor
Contract (as defined below).
5. ndor(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")
engaged by the Grantee to support the implementation of the Program. Each
Vendor may rely upon the direction and instruction of the Grantee.
SUBSTITUTED
(b) 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 writte
consent (not to be unreasonably withheld, conditioned or delayed) shall be an . ct
of default under this Agreement and may result in a requirement for the G : ntee
to return of part or all of the Grant funds to the CFE Fund as determine. .y the
CFE Fund in its sole and absolute discretion.
(c)
The Grantee shall administer all aspects of each contract entered d to with any
Vendor for purposes of this Agreement (the "Vendor Contra, s"), including,
without limitation, payment of Vendor(s)' invoices, managing .. d overseeing the
performance of each Vendor under the Vendor Contracts . d monitoring such
Vendor's adherence to its duties, obligations and responsiities thereunder. The
Grantee shall promptly notify the CFE Fund of any mat ial breach by a Vendor
of its duties, obligations and responsibilities under the endor Agreements.
(d) The Grantee shall review each invoice submitted b, a Vendor for the performance
of services in light of the Purposes as expresse. in the Request for Proposal and
Scope of Work and pursuant to the Vendor ontracts, inclusive of supporting
documentation, and shall promptly furnish e CFE Fund with copies of vendor
invoices or other such proof of services rovided pursuant to this contract. No
invoice from the Grantee will be paid ithout proof of services directly relevant
to the purposes of this grant.
(e) The Grantee shall designate app'•priate staff to fulfill its responsibilities as the
CFE Fund's agent for the Ve d or Contracts and to act as 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 shal eep and maintain accurate books, records and accounting
documentation of e h Vendor's performance under the Vendor Contracts and
shall make such cords available for inspection by the CFE Fund and/or its
auditors upon p .r reasonable notice to such effect.
(g) Notwithst
no autho
ng anything to the contrary herein set forth, the Grantee shall have
to amend, modify, rescind or terminate any of the Vendor Contracts.
(h) To th, extent available, the Grantee shall provide the list of Vendor(s) and Vendor
Co. racts on Exhibit D ("Vendor(s) and Vendor Contracts") and update as
essary.
6. Con tions of Disbursement of Grant.
e Grant will be disbursed upon the fulfillment of the following conditions:
(a) Receipt by the CFE Fund a countersigned copy of this Agreement.
(b) Receipt and approval of Scope of Work and Grantee Budget.
SUBSTITUTED
Subsequent disbursements of the Grant shall be subject to the fulfillment of the following
conditions:
(c) Timely receipt of all Grantee reports.
(d) Satisfactory performance of this Agreement in accordance with the ' cope of
Work.
7. Payment of Grant.
Subject to the fulfillment of the conditions set forth in Section 6:
(a) The CFE Fund agrees to pay each invoice submitted by t Grantee in an amount
not to exceed the Grantee Budget. The amounts set fo in this Section include
all labor, overhead, profit and expenses (such s out-of-pocket, general,
administrative, travel and per diem expenses).
(b) Payments shall be made to each Grantee withithirty (30) days after receipt by
the CFE Fund of instructions to pay from the
rantee.
(c) The CFE Fund may increase the Scop: of Work and corresponding outcome
requirements and make concomitant ' ayment adjustments as funds become
available to expand services. Any i ease in the Scope of Work and subsequent
outcome goals would be made in c• sultation with the Grantee and the Vendor(s).
(d) Services provided by the Ven' or to clients beyond the Grant term shall not be
within the Scope of Work u, i er this Agreement and shall not be included in the
Grant.
(e)
The CFE Fund's abilit, to pay out this Grant is dependent on the timely receipt of
Grant funding from ' stitutional Grantors. In the event that the CFE Fund has not
received sufficie or timely funding from these Grantors, the CFE Fund may
elect to postpon ., reduce, or eliminate this Grant prior to disbursement.
S. Covenants.
During the to of this Grant, the Grantee is expected to adhere to the terms and
conditions b- •w and to account for the adherence of any Vendor(s) under this agreement.
Failure to : dhere to these conditions will constitute an act of default and result in the
return o part or all of the Grant funds to the CFE Fund and the termination of any
obliga on of the CFE Fund to pay subsequent invoices submitted after such default. In
suc a case, the CFE Fund will determine in its sole and absolute discretion the
p centage of the Grant to be returned. Cessation or reclamation of Grant funding by the
FE 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.
SUBSTITUTED
During the Grant term and beyond as applicable, the Grantee and 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 organizat ' s with
respect to the Scope of Work, including its nonprofit, referral, inte ation and
training partners. In particular, the Grantee will monitor and manage e 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 con ct with the CFE
Fund. The Grantee and its Vendor(s) will draft and sign an , greement that will
memorialize this understanding.
(b) Adhere to the uses of the Grant detailed in the Request ' Proposal.
(i)
This Grant is made only for the purposes
Work pursuant to the Request for Proposa
funds not expended or committed for th
will be returned to the CFE Fund. A
this Grant totaling over five (5%)
over twenty-five (25%) percent
submitted in writing to and app
the Grantee is expected to
proposal and in the Scope
accordance with the Gr
ensuring that its Vend
its proposal. Any
milestones, outco
the earliest rea
and absolute
outcomes
default.
implementing the Scope of
and this Agreement. Any Grant
e purposes within the Grant term
prospective changes in the use of
ercent of the total Grant amount or
f any individual budget line must be
ved by the CFE Fund. (ii) In addition,
et the milestones and outcomes stated in the
f Work within the specified timeframe and in
tee Budget. The Grantee is also responsible for
(s) achieves the milestones and outcomes stated in
aterial changes in the Grantee's or its Vendor's
es or timeframe should be reported to the CFE Fund at
nable opportunity. The CFE Fund will decide in its sole
discretion whether any delays in meeting milestones,
nstitute a violation of this covenant, and thus an event of
(iii) The 9 rantee will provide immediate written notification to the CFE Fund
if gnificant changes or events occur during the term of the Grant which
uld potentially impact the progress or outcome of the Grant, including,
without limitation, changes in the Grantee's or Vendor(s)' management
personnel, loss of funding or other extenuating circumstances which could
affect the Grantee Budget or Vendor(s)' budgets. The CFE Fund, in its
sole and absolute discretion, will determine if requests for budget
modifications are warranted.
To monitor the tax-exempt status of each Vendor 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.
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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.
(i) Given the CFE Fund learning goals for the initiative, the Grant- - , along
with its Vendor(s) and partners, will cooperate in a timely a accurate
reporting of program process, outputs and outcomes. Th Grantee is
responsible for ensuring proper data collection, data shay • _, monitoring,
evaluation and reporting across all partners. The Gran -e will lead the
reporting efforts, and will work with partners to .- er all necessary
information to adhere to the CFE Fund reporting re. irements detailed in
the Scope of Work.
(ii) The Grantee agrees that CFE Fund may repr
use the work product generated during
restriction whatsoever, including any re
Grantee.
(iii) The reporting schedule is as follow
(1) August 15, 2014
(2) November 1, 2014
uce, publish or otherwise
e Grant term without any
irement for approval from the
nterim Report
Final Report
(iv) Information in the report • ill include but is not necessarily limited to:
(1) Narrative re- i onses to questions provided in Exhibit E (the
"Narrative ' eforts") and other questions on the overall state of the
program , s determined by the CFE Fund.
(2) Pro a -ss in achieving outcomes as outlined in Scope of Work.
(3) penditures against Grantee Budget.
(4) Resources leveraged against the Grant.
) Any material operational or strategic shifts.
(v) In addition to the reports outlined above, the CFE Fund expects to use the
following means to track outcomes:
(1) Site visits.
Site visits may be conducted during the course of the Grant term.
These visits will be used to facilitate monitoring of project
progress and also to support other the CFE Fund purposes. The
CFE Fund may also use these site visits to facilitate the education
and cross-fertilization of ideas across cities and partners.
(e)
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(2) Interactive and Ongoing Learning Community.
(3)
Upon request from the CFE Fund, the Grantee (and each o is
Vendors to the extent applicable) will be required to partipate
and exercise best efforts to collaborate as required in a arning
Network facilitated by the CFE Fund. Learning Networ activities
will include but are not limited to: an annual onference,
contributions to written reports and communicatio ' pieces, and
ongoing sharing of best practices and imple Cation lessons
through a variety of methods.
Outside evaluation.
The CFE Fund may elect to engage
with the Grantees to evaluate and cap
during and after the Grant term.
ensure that system -wide impact i
as well as better understand
other municipalities.
a . utside evaluator to work
re knowledge and learnings
e goal of this process is to
aximized and institutionalized,
proaches that can be applied by
(vi) The CFE Fund and its institutial investors reserve the right to use and
publish any information fur ished by the Grantee or its Vendor(s),
provided that the CFE Fun. ,fives appropriate credit to the Grantee as the
provider of this informati
Adhere to the CFE Fund fina ial compliance stipulations.
(i)
The Grantee wil maintain financial records to clearly account for the
Grant funds fro the CFE Fund and proper expenditures in furtherance of
the Grant. T e Grantee shall retain and maintain adequate records to
substantiat- such expenditures according to generally accepted accounting
practices The Grantee shall retain original substantiating documents
relateo the specific Grant expenditures and make these records available
to t , CFE Fund upon request.
(ii) e 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 years following the end of the Grant term, the Grantee will be
expected to maintain records showing, separately from other accounts kept
in its books and records, the receipt and expenditure of the CFE Fund
Grant funds.
Adhere to the CFE Fund's marketing and communications guidelines.
(i)
The Grantee agrees to adhere to the marketing and communication
guidelines of both the Citi Foundation and the CFE Fund (as each may be
amended, modified, supplemented or otherwise revised). The current form
(g)
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of the marketing and communication guidelines of the Citi Foundation are
attached hereto as Exhibit G.
(ii) The Grantee agrees to acknowledge the CFE Fund in all Grant-rel ed
materials and events including but not limited to websites, news • ters,
media releases, public announcements, event invitations and p . grams.
The CFE Fund will provide specific communication protocol neluding
language for recognizing the CFE Fund in text and logo fo ► at. Grantee
also shall provide to the CFE Fund final copies of all printi materials as
part of the progress reports.
(iii) Any Grant -related media interviews or public annou ' ements intended for
media or public purposes must be coordinated wi and approved by the
CFE Fund in advance.
(iv) The Grantee and its Vendor(s) may not pucly announce the receipt of
this Grant or its details until the CFE Fu and its institutional investors
have made their official announcement. P for to the official announcement,
the Grantee should consult with the E Fund to develop language that
may be used for the purposes of ecruitment and other administrative
purposes.
(v) Execution of this Grant agr- , ent provides the CFE Fund the right to
disseminate any products, tcomes, or other information related to the
Grantee's efforts in any edia of its choosing. Whenever feasible, the
CFE Fund will share t se materials with the Grantee prior to publication.
The Grantee and its endor(s) will be expected to cooperate in any public
education or outr - : eh effort undertaken in connection with this Grant,
which may inclu' other CFE Fund programs.
Adhere to the follo g prohibitions on the use of the Grant.
Under no circu tances the Grantee or any other organization receiving the CFE
Fund' Grant nds use these funds directly or indirectly for the following
purposes or . ctivities:
(i)
ake a Grant to an individual for travel, study or other similar purpose, as
described in section 4945(d)(3) of the Code.
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.
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(iv) Any other purposes outside the Request for Proposal without express
written permission from the CFE Fund.
9. Insurance
(a) Agreement to Insure.
Unless determined inapplicable and/or unnecessary as evidenced in .rior written
approval obtained from the CFE Fund and the Grantee, the Gran e shall ensure
that any Vendor shall not commence performing services uncle this Agreement
unless and until all insurance required by this Section is in eff- t, and shall ensure
continuous insurance coverage in the manner, form, and 1' its required by this
Section throughout the term of the Agreement.
(b) Commercial General Liability Insurance.
(i)
The Grantee shall ensure that the Ven• 4r shall maintain Commercial
General Liability Insurance covering the endor as the named insured and
the CFE Fund and the Grantee as ad. ional insureds in the amount of at
least One Million Dollars ($1,000,110) per occurrence. Such insurance
shall protect the CFE Fund, the antee and the Vendor from claims for
property damage and/or bodily ' Jury, including death, that may arise from
any of the operations und- this Agreement. Coverage under this
insurance shall be at least broad as that provided by the most recently
issued Insurance Service Office ("ISO") Form CG 0001 and must be
"occurrence" based rat r than "claims -made."
(ii) Such Commercial
and the Grantee,
insureds with
Form CG 20 0.
eneral Liability Insurance shall name the CFE Fund
gether with their officials and employees, as additional
verage at least as broad as the most recently issued ISO
(iii) The Gra ee shall ensure that the Vendor and each sub -Vendor, to the
extent : eplicable, adds the CFE Fund and the Grantee, together with their
offi ..ls and employees, as additional insureds under all Commercial
G:. eral Liability Insurance policies obtained by a sub -Vendor covering
ork 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) P
(i)
fessional Liability Insurance.
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 Five Million Dollars ($5,000,000) 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 o
professional services or caused by an error, omission or negligent act f
the Vendor or anyone employed by the Vendor.
(ii) The Grantee shall ensure that all sub -Vendors of the Vendor oviding
professional services under this Agreement for which P +fessional
Liability Insurance is reasonably commercially availabl> shall also
maintain such insurance in the amount of at least Five ► illion Dollars
($5,000,000) per claim, and the Vendor shall provide to t e Grantee, at the
time of the request for sub -Vendor approval, idence of such
Professional Liability Insurance on forms acceptable o the CFE Fund and
the Grantee.
(iii) Claims -made policies will be accepted for Prof sional Liability Insurance.
All such policies shall have an extende. reporting period option or
automatic coverage of not less than tw+ (2) years. If available as an
option, the Grantee shall ensure that t - Vendor shall purchase extended
reporting period coverage effective o . cancellation or termination of such
insurance unless a new policy is se Bred with a retroactive date, including
at least the last policy year.
(d) Workers' Compensation, Disability : nefits, and Employer's Liability Insurance.
The Grantee shall ensure that the endor shall maintain, and ensure that each sub -
Vendor maintains, Workers' Compensation Insurance, Disability Benefits
Insurance, and Employer's ability Insurance in accordance with the laws of the
State of [STATE] on be ` alf of, or with regard to, all employees providing
services under this Agre, ent; provided, that the requirements in this clause may
be waived if determi - d inapplicable and/or unnecessary as evidenced in prior
written approval ob : ned from the CFE Fund and the Grantee.
(e) Unemployment surance.
To the ext-. t required by law, the Grantee shall ensure that the Vendor shall
provide U employment Insurance for its employees.
(f) Busi - s Automobile Liability Insurance.
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
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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 comp ies that
may lawfully issue the required policy and have an A.M. Bes ating of at
least A-VII or a Standard and Poor's rating of at least unless prior
written approval is obtained from the CFE Fund and the G ntee.
(ii) All insurance policies shall be primary (and non- ntributing) to any
insurance or self-insurance maintained by the CFE F nd or the Grantee.
(iii) The Vendor shall be solely responsible for the •ayment of all premiums
for all required insurance policies and all : eductibles or self -insured
retentions to which such policies are subjec , whether or not the CFE Fund
and the Grantee are insureds under the po cy.
(iv) There shall be no self-insurance pr+ am with regard to any insurance
required under this Section unless approved in writing by the CFE Fund
and the Grantee. Any such self-' surance program shall provide the CFE
Fund and the Grantee with all ghts that would be provided by traditional
insurance required under t . Section, including but not limited to the
defense obligations that ', surers are required to undertake in liability
policies.
(v) The limits of cov- ge for all types of insurance required under this
Section shall be e greater of (i) the minimum limits set forth in this
Section or (ii) e limits provided to the Vendor as named insured under
all primary, e ess and umbrella policies of that type of coverage.
(vi)
All insure, ce policies required pursuant to subsections (b) and (c) above
shall c► tain an endorsement substantially in the form as follows: "This
polic, may not be cancelled, terminated, modified or changed for any
re on other than non-payment unless thirty (30) days prior written notice
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) 'goof 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:
(1) C-105.2 Certificate of Workers' Compensation Insurance;
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(2) U-26.3 -- State Insurance Fund Certificate of Workers
Compensation Insurance;
(3) Request for WC/DB Exemption (Form CE-200);
(4) Equivalent or successor forms used by the New • rk State
Workers' Compensation Board; or
(5) Other proof of insurance in a form acceptable to t CFE Fund and
the Grantee.
(ii) For each policy required under this Agreement except for Workers'
Compensation Insurance, Disability Benefits nsurance, Employer's
Liability Insurance, and Unemployment Insurce, the Vendor shall file a
Certificate of Insurance with the Grantee wit - n ten (10) days of execution
of this Agreement. All Certificates of nsurance shall be in a form
acceptable to the CFE Fund and the Gr tee and certify the issuance and
effectiveness of such policies of urance, each with the specified
minimum limits and evidence of e compliance with the Additional
Insured provisions of this Secti+ , if applicable. All Certificate(s) of
Insurance shall be accompanieby either a duly executed "Certification
by Broker" in the form attac d to this Agreement or copies of all policies
referenced in the Certifica of Insurance. If complete policies have not
yet been issued, binders . e acceptable, until such time as the complete
policies have been iss • d, at which time such policies shall be submitted.
(iii) Certificates of I ranee confirming renewals of insurance shall be
submitted to t Grantee prior to the expiration date of coverage of
policies requi ' d under this Section. Such Certificates of Insurance shall
comply wit the requirements of subsections (h)(i) and (h)(ii) above, as
applicabl
(iv) The -ndor shall provide the CFE Fund and the Grantee with a copy of
any .olicy required under this Section upon the demand for such policy by
t 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.
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
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Commercial General Liability Insurance carriers for events relating to the
Vendor's own employees) no later than twenty (20) days after such eve
Such notice shall be in substantially the following form and specify at
"this notice is being given on behalf of the CFE Fund and the Gra -e as
additional insureds as well as the named insured." Such notice s.: 1 also
contain the following information: the number of the insurance . . /icy, the
name of the named insured, the date and location of t e damage,
occurrence, or accident, and the identity of the persons or 'ngs injured,
damaged or lost. The Vendor shall simultaneously sena copy of such
notice to the CFE Fund and to the Grantee.
(ii) The Vendor's failure to maintain any of the insu'a nee required by this
Section shall constitute a material breach of this ; greement. Such breach
shall not be waived or otherwise excused by a action or inaction by the
CFE Fund or the Grantee at any time. The rantee shall be responsible
for notifying the CFE Fund of any such fa' e by the Vendor to maintain
any of the insurance required by this Se on. Upon such notification, the
CFE Fund and the Grantee shall have o further obligation to honor any
invoice submitted by such Vendor.
(iii) Insurance coverage in the mini m amounts required in this Section shall
not relieve the Vendor or i : sub -Vendors of any liability under this
Agreement, nor shall it pre de the CFE Fund from exercising any rights
or taking such other a , ons as are available to it under any other
provisions of this Agre- ent or law.
(iv) The Vendor waiv- all rights against the CFE Fund or the Grantee,
including its offsals and employees for any damages or losses that are
covered under y insurance required under this Section (whether or not
such insuran• is actually procured or claims are paid thereunder) or any
other incur- ce applicable to the operations of the Vendor and/or its sub -
Vendors the performance of this Agreement.
10. Non -Impairment 1 Charitable Status.
The Grantee co enants and agrees that it shall take no action, omit to take any action, or
engage in an , ctivity that could impair or endanger, either directly or indirectly, the CFE
Fund's exe pt status under the Internal Revenue Code, or which could hinder the CFE
Fund's a► ity to fulfill its charitable mission.
11. Inde ification.
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
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negligence or fault of the CFE Fund, its officers, directors or trustees, employees,
agents, representatives, Vendors or sub -Vendors. This obligation shall survive a
continue beyond any termination or expiration of this Agreement.
(b) The Grantee shall indemnify, defend and hold harmless the CFE Fund, i uding
its staff, and its officers, directors or trustees, employees and agents, fro ' any and
all claims, demands, costs, judgments or liabilities to which they ma, be subject
because of any acts or omissions of the Grantee, its emplr ees, agents,
representatives, Vendors or sub -Vendors, or because of any negli:ence or fault of
the Grantee, its employees, agents, representatives, Vendors .nd sub -Vendors.
This obligation shall survive and continue beyond any to ation or expiration
of this Agreement.
(c)
Each of the parties hereto shall take all steps necessy to ensure that its staff,
officers or trustees, employees, agents, representative Vendors and sub -Vendors
are covered under all insurance policies necessar o effectuate the provisions of
this Section.
12. Confidentiality.
All reports, information or data furnished to o to be prepared or assembled under this
Agreement or any Vendor Contract are to b eld confidential, unless otherwise herein
provided or subject to disclosure by law.
13. Non -Assignability.
The Grantee shall not assign, tran er, subcontract, convey or otherwise dispose of this
Agreement or of its rights, obli_ ions, responsibilities or duties hereunder or under any
Vendor Contract, either in wh+ e or in part, without the prior written consent of the CFE
Fund.
14. Compliance with Anti- i iscrimination Rules.
In its use of Grant ds provided by the CFE Fund, and in the course of all development,
marketing and o ration activities, the Grantee shall fully comply with all applicable
federal, state, I► al (and any other governmental), anti -discrimination laws, executive
orders, rules . d regulations.
15. Severabi ' of Provisions.
Each .rovision of this Agreement shall be considered severable and if for any reason any
pro ision or provisions herein are determined to be invalid, unenforceable or illegal
der any existing or future law, such invalidity, unenforceability or illegality shall not
mpair the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.
Entire Agreement.
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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 agreement
and understandings of the parties. This Agreement may be amended or modified only . y
a writing executed by the parties hereto.
17. Binding Agreement.
Notwithstanding any other provision of this Agreement, the parties a-•e that this
Agreement constitutes a legal, valid and binding agreement of eac party, and is
enforceable against each party in accordance with its terms.
18. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY +D CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF EW YORK, WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PROV .IONS THEREOF.
19. Amendment.
The CFE Fund shall consider, but is not obligated . agree to, requests by the Grantee to
amend the terms of this Agreement. Amendme to this Agreement shall be made only
after (i) the CFE Fund has received written rem est from the Grantee stating the nature of
the amendment request, and (ii) the CF and has executed a written agreement
describing the terms of the amendment.
20. Counterparts.
This Agreement may be executed any number of counterparts, including by facsimile
or other electronic means of co ' unication, each of which shall be deemed an original
of this Agreement and all of w ich together shall constitute one and the same instrument.
21. Notices.
Any notices require. to be delivered hereunder shall be in writing and personally
delivered, mailed o sent by electronic mail, telefacsirnile or other similar form of rapid
transmission, an. shall be deemed to have been duly given upon receipt (a) at the
respective part s address listed on Exhibit F: Notices or (b) at such other address as may
be designate. I y written notice to the other party.
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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.
ATTEST:
By:
Todd Hannon, City Clerk
CITIES FOR FINANCIAL
EMPOWERMENT FUND, INC.
By:
Name: Jonathan Mintz
Title: President and Chief : ecutive
Officer
CITY OF MIA , A FLORIDA
MUNICIPAL ' ORPORATION
By:
Name: 'milio T. Gonzalez
Title: ity Manager, City of Miami
APPROVED AS TO INSURANCE .' PROVED AS TO LEGAL FORM AND
REQUIREMENTS: ORRECTNESS:
By:
Anne -Marie Sharpe, Risk Management
Director
By:
Victoria Mendez, City Attorney
GRANT AGREEMENT
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ACKNOWLEDGED AND AGREED BY:
LIVING CITIES, INC.: THE NATIONAL
COMMUNITY DEVELOPMENT INITIATIVE,
in its capacity as Fiscal Sponsor to the
Cities for Financial Empowerment Fund, Inc.
By:
Name:
Title:
GRANT AGREEMENT
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ACKNOWLEDGED AND AGREED BY:
[VENDOR]
By:
Name:
Title:
[VENDOR]
By:
Name:
Title:
GRANT AGREEMENT
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Exhibit
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 thin their
operating SYEP youth employment program.
b) Using these funds to expand their existing Summer Youth Emplo nt and Financial
Empowerment Program to other work sites within the City of Mi. i.
c) Working closely with financial institution partners to make at 1- : st one safe/affordable
financial product available to the vast majority of all SYEP p. icipants. SYEP program
touch points should be designed to integrate account enroll ► ent and direct deposit of
payroll.
d) Innovation Fund activities include, but are not limited Providing multiple one-on-one
financial counseling sessions to SYEP participants b inancial Empowerment Center
counselors, working with the DMV to offer ID cre ion at the point of bank account
enrollment, providing incentives to youth to pro ► ote direct deposit, seeking additional
funding for program to expand including sites . utside of city's departmental sites, and
integrating payroll options for the expansio
e) Actively participating in the CFE Fund's search and learning community efforts.
f) Potentially facilitating and participatin. n the CFE Fund's site visit during the summer.
g) Supporting CFE Fund communicatio • efforts promoting the SJC initiative.
Preparing and submitting timely reports . d billing.
2. Summer Employment.
The Grantee will use the CFE nd grant to fund a total of up to 100 SYEP slots to low- and
moderate -income youth. The ' FE Fund will provide funding to support these job opportunities,
which includes both wages d program administration costs and the use of a staffing agency for
the added job slots and w• sites.
Funds may only be u d to pay participants who are employed at:
• Nonprofit eities or governmental institutions, or
• Employe . that are for -profit companies but do not have the financial resources (such as
micro- .r small businesses).
3. anking Access
The ity of Miami will build upon its successes from years 1-4 to help more SYEP participants
a ess and use direct deposit, monitoring closely the quality of accounts offered to youth,
dvising the Parks and Recreation summer workforce program about how to advise its temporary
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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 C
program manager, financial empowerment counselors, financial institution partner and
department of motor vehicles, to make sure that all youth are provided the opport ity to
open and utilize appropriate bank products. The DMV will set up a mobile • -site ID
registration at the orientations.
• Educating youth during orientation on the benefits of being banked and the .ros and cons
of a variety of bank accounts, ranging from national banks to local credit nions..
4. Financial Empowerment Innovation Fund
The CFE Fund will provide support towards the Grantee's financia -mpowerment program.
• Conduct two one-on-one sessions with each youth part ' ipant. After the SYEP's close at
the end of summer 2017, the counselors will follow- . with each youth client multiple
times either through in -person sessions or via ema or phone. The counselors will
complete an individualized coaching assessment . f each youth participant after each
session to document data and track outcomes. he counselors will focus on assisting
youth to develop a regular saving practice a.. assist with productive money management
behaviors.
• Provide incentives to encourage saving All youth who agree to participate in the
savings incentive for 6 months will r- eive a $25 gift card: The City will track to see if
the desired income of increased sa ' gs is realized.
• Leverage existing funding to attr . et new fenders to expand SYEP, which includes adding
new sites beyond the City's de.artmental sites, with a goal of employing 225 young
people.
• Investigate payroll option- for expanded program.
• Enhance and centralize e application system.
5. Evaluation
The Municipal Gra' ee and Organizational Grantee must identify, track, and report on youth
occupying the job slots funded by CFE Fund. The Grantee and its vendors will also document
progress towar.. the outcomes as structured in Exhibit C—Reporting
6. L rning Community
The t E Fund expects full participation and attendance of both workforce and financial
ei : owerment partners (or their designees as applicable) at learning community gatherings and
one calls for SJC grantees, including attendance at two in -person meetings held in the spring
and in the fall of 2018. Municipal Grantee and Organizational Grantee will respond to requests
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from CFE Fund to share best practices with other Program Grantees. The CFE Fund also will
have monthly, one-on-one check -in calls with each grantee city.
7. Media, Public Relations and Volunteerism
Grantee will document the success of the program, focusing on financial empowermen
achievements, throughout the year to communicate the progress and impact of SJC. 4 do so, the
CFE Fund will compile data and stories from all of the participating cities. To prep ,i e for both
planned and ad hoc communication opportunities, Grantee will be expected to pr' care and
provide content to the CFE Fund that includes, but is not limited to:
• Social media participation: Youth ambassadors, along with the ► • re general group of
SJC participants will also be asked to share their thoughts on T ter, using the hashtag
#SumrnerJobsConnect and their city program's Twitter handl
• Social media campaign: The CFE Fund will work with cit partners to create content for
a Twitter campaign that has both a city/program partner -,'-ment and a youth voices
element. City and program partners will be asked to par cipate in the campaign through
their own programmatic Twitter, and will also be as d to promote youth participation in
CFE Fund social media contests and activities.
o City partner campaign: Cities and progr
on Twitter weekly; if partners also hav
well. The CFE Fund will provide a s
partners should also be prepared t
should use the #SummerJobsCo
o Participant Campaign: Thro
of incentivized contests wh
success has meant to the
disseminating CFE Fu
encouraging particip
participants unders
choose to identi a
media content
partners will be asked to post content
nstagram, they can use these channels as
cial media calendar with sample tweets, but
create and post original content. All posts
ect hashtag.
out the summer, the CFE Fund will run a number
e youth will be rewarded for sharing what SJC
over Twitter. City partners are responsible for
information about these contests and regularly
on in contests; city partners should also ensure that
nd contests guidelines and requirements. City partners may
cohort of Ambassadors who are encouraged to share social
gularly, both for CFE Fund contests and independently.
The Grantee will facilita a City Leadership Communications Plan; in which the municipal
partner will engage the ayor in highlighting Summer Jobs Connect efforts, including in
acknowledging the p . nership and support received from the Citi Foundation and the CFE Fund.
Grantee will enga! in the following communications and marketing efforts, and share
opportunities w CFE staff providing enough lead time to adequately ensure that Citi
Foundation a : CFE Fund can appropriately respond to request for staffing or quotes.
City Lea ► rship Communications Plan will include:
• i isseminating a press release, before or during the summer on or about the week of June
11t', 2018, that acknowledges Citi Foundation and CFE Fund partnership, and includes a
quote from Citi Foundation. The press release should come from the Mayor/Mayor's
Office. (required)
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• Tweeting (required) a couple of times over the summer about Summer Jobs Connect,
using the #SununerJobsConnect hashtag to:
• Acknowledge @Citi Foundation for their support of the program, and
• Reference/amplify the CFE Fund's Summer Jobs Connect Youth Vo es
Twitter campaign.
• In addition, ONE or MORE of the following must also be included in the Gra r ee's city
leadership communications plan: (required)
o Holding a Mayoral press conference, or other event where on or ..out the week
of August 10h, whereby Citi Foundation's support is acknowled,l •d and a Citi
representative has a speaking role.
■ If Summer Jobs Connect and the Citi Foundation's p
recognized at otherwise organized mayoral events
award presentations, summer kickoffs, etc), ther
for a Citi Foundation representative to deliver
must be given sufficient advance notice to
representative.
■ Cities must provide at least two weeks
identify an appropriate staff member
the Kelsey Bradley from CFE Fun
logistics in advance.
o Publish a blog post or an op-ed abo
Foundation's support
o Create a dedicated video or othe
support, and sharing it on May
o Create a photo opportunity
participants that can be sh
nership will be
hank you events,
should be an opportunity
emarks, and the CFE Fund
entify the appropriate
f advanced notice so Citi can
o attend, and must coordinate with
(kbradley@cfefund.org) on event
the SYEP, including a reference to Citi
media piece that recognizes Citi Foundation
's and other City social media channels.
or the Mayor, a representative from Citi, and SJC
ed with the CFE Fund and Citi Foundation and posted
it on the Mayor's and o er City social media accounts.
• Ideally, this p ► •to would be contextualized as SJC by perhaps taking place
at a job site .r other relevant location.
■ The phot opportunity may occur during a press conference that takes
place a he beginning of the summer, and may be an opportunity to
pres t a "big check."
In addition, SJC grante s are expected to participate in and support CFE Fund and Citi
Foundation commu ations and marketing opportunities, including but not limited to:
• Press 0 ce contact: By March 22, cities must identify a contact in the Mayor's Press
Office d r other appropriate office who can coordinate with CFE Fund staff when press
inq ies arise. Contact information should be sent to Kelsey Bradley,
k adle cfefund.or
ogos: Please add Citi Foundation logo liberally and send photos or links to uses of Citi
logo to Kelsey Bradley at the CFE Fund. 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.
Exhibit B
Grantee Budget
0 Cities for
FINANCIAL
EMPOWERMENT
Fund
SUBSTITUTED
SUMMER JOBS CONNE - YR 5 (2018)
City Name:
City of Miami
Youth employment
Payroll Costs for Participant Slots
# Slots
100
Total Cost per Slo . •er
Summe
$2,599
Total Budget
$259,875
Fringe benefits
100
$401
$40,093
Background screening
100
$30
$3,007
Administrative Costs for Participant Slots
100
$483
$48,300
Total employment proposal
$351,275
Financial Empowerment Innovation
Fund Proposal
$5,000
Financial Coach
Program Supplies
$1,100
Transportation
$10,125
Total Innovati• Fund Proposal
$16,225
TOTAL PRO ' OSAL
$367,500
EXHIBIT B
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Reporting
Exhibit C
(i) The Municipal Grantee is responsible for submitting progress repo
using the CFE Fund's online grant portal.
(ii) Financial Reporting
(iii) The CFE Fund requires financial documentation of exnses paid for
Summer Jobs Connect corresponding to the Municip , Grantee budget.
(iv) Program Reports
The CFE Fund will assign semi-annual program reports to track pr
objectives and understand local Summer Jobs Connect accompli
learned. An overall Program budget, will also be expected. A
be completed throughout the Grant term. The interim repo
final report is due on October 16, 2018.
Outcomes to be tracked include the following:
ess towards grant
ents, challenges, and lessons
tal of two Program Reports will
due on July 24, 2018, and the
how many youth are served by your city's SYEP in *tat?
x+" s
Actuals
Eltir nied
Fro s.ic
aauais'
how many youth are served by the SYEP that y. 4 r agency
oversees and manages?
for how many youth did the city determine bang status -'
(whether the youth had a bank account upo fining SYEP)?
for how many youth did the city or its cont tors fact' it[tti_
opening a new bank account?
how many youth had the option of dir • depositing their
summer pay into a bank account?
how many youth got messaging .rn the city or its contractors
about setting up direct deposit
how many youth actually reived their pay via direct deposit?
how many youth rocelwi DD split their deposit Into savings
and transactions acco Is?
how many youth i YEP received financial education
how many you • received financial education got specific
messaging a •ut how to use bank/credit union accounts or
paycards t. inirnize expenses?
how ma (younger) youth who received financial education got
specific essaging about how to save. including resisting
tem tion?
ho many Vs ;:.,:r; AI,::.w!i,, ,<. ,,...i,,..,ct'irsan4ial education got
°chic messaging about coping skills tor income/expense
mismatch?
SUBSTITUTED
Exhibit D
Notices
Cities for Financial Empowerment Fund, Inc.
I-Hsing Sun
Chief Program Officer
Cities for Financial Empowerment Fund, Inc.
44 Wall Street, Suite 605
New York, NY 10005
Telephone: (646) 362-1634
Email: isun@cfefund.org
Municipal Grantee
William Porro
Assistant Director
City of Miami
444 SW 2nd Ave., Miami, FL 33130
Telephone: (305) 416-2181
Email: wporro@miamigov.com
SUBSTITUTED
Exhibit E
Citi Foundation Marketing guidelines
44 Wall Street.. Suite 605 1 New York, NY 10005 i wv.w.cfefksnci.orE