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HomeMy WebLinkAboutExhibitCiti j for FINANCIAL EMPOWERMENT Fund GRANT AGREEMENT This Grant Agreement (the "Agreement"), dated as of November 1, 2017 (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"), and the City of Miami. acting through its Office of Grants Administration (the 'Grantee"). WHEREAS, the CFE Fund works to support municipal engagement to improve the financial stability of low and moderate income households by embeddinYg financial empowerment strategies into local government infrastructure (the "Purposes"). WHEREAS, the CFE Fund has determined that the support of the Grantee in the work contemplated by this Agreement furthers the exempt purposes of the CFE Fund. WHEREAS, the Grantee has agreed to use the funds provided by this Agreement (the '`Grant") to support the Purposes by managing the implementation and operation of the activities set forth in Exhibit A (the "Request for Proposal"), Exhibit B (the "Scope of Work") and Exhibit C (the "Model") (Exhibits A, 13 and C collectively, the "Protzram"). WHEREAS, the CFE Fund and the Grantee desire to enter into this Agreement to provide for the terms and conditions of the Grant and the Program. NOW, THEREFORE, the CFE Fund and the Grantee agree as follows: 1. Grant. The CFE Fund pledges and agrees to provide the Grantee a Grant in the form of cash in an amount not to exceed S20,000 (TWENTY THOUSAND DOLLARS). Grant funds will be paid electronically in U.S. Dollars as provided for in the Grant Payout Schedule in Section 5(c), below. 2. Use of Grant. The Grant is to be used only for the purposes outlined in the Request for Proposal and in accordance with the specific allocations identified in the Grant budget included in Exhibit D (the "Grantee Bucket"). The work detailed in the Request for Proposal should be executed in accordance with Scope of Work. The Grantee must obtain the prior written consent of the CFE Fund before using the Grant for goods or services outside the Scope of Work; the failure to comply with this provision may invalidate any obligation of the CFE Fund to pay any invoices for such goods or services and constitute breach of this contract, 3. Term. (a) The period of this Grant shall not exceed twelve (12) months. The Grant term will begin as of the Effective Date and end no later than October 31, 2018. Any funds not used by the end of the Grant term toward the purposes or this Grant will be returned to the CFE Fund within thirty (30) days after the end of the Grant term unless otherwise agreed upon by both parties in writing in advance. (b) This Agreement may be terminated at any time prior to its scheduled termination as set forth above: (i) By either the CFE Fund or the Grantee without cause by giving the other party sixty (60) days' prior written notice;. (ii) Immediately by a non -breaching party following a material breach of this Agreement by the other party and the expiration of a ten (10) day "cure" period after the non -breaching party shall have given notice to the breaching party of such breach; or; (iii) Immediately by the CFE Fund when its objectives can no longer be advanced through the relationship set forth in this Agreement, without limitation, by the Grantee's administration of any Vendor Contract (as defined below). (c) If the Agreement is terminated by either party for any reason, CFE Fund will have no further obligation to make any payments to the Grantee, except for work already completed but not yet paid for prior to the termination; provided, that (i) such work is within the Scope of Work or (i) if such work is beyond the Scope of Work, the prior written consent of the CFE Fund has previously been obtained. 4. Vendor(s) (a) The CFE Fund hereby appoints the Grantee as its sole and exclusive agent with respect to any community -based 501(c)(3) organizations, governmental organizations, consultants, or other private entities (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. (b) The Grantee shall administer all aspects of each contract entered into with any Vendor for purposes of this Agreement (the "Vendor Contracts"), including, without limitation, payment of Vendor(s)" invoices, managing and overseeing the performance of each Vendor under the Vendor Contracts and monitoring such Vendor's adherence to its duties, obligations and responsibilities thereunder, including appropriate insurance. (c) Notwithstanding the above, Grantee shall notify CFE Fund in timely, written manner of any Vendors engaged for the purposes of this Agreement. 5. Conditions of Disbursement of Grant. (a) Grantee shall be eligible to receive funds upon the fulfillment of the following condition: (i) Receipt by the CFE Fund ofa countersigned copy of this Agreement, which includes Scope of Work and Grantee Budget. (b) Disbursements of the Grant shall be subject to the fulfillment of the following conditions: (i) Timely receipt of all Grantee reports as detailed in the Scope of Work. (ii) Satisfactory performance of this Agreement in accordance with the Scope of Work. (iii) 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. (c) Grant Payout Schedule: (i) Terms of payments: a. 80% of funds will be available for payment upon execution of contract and receipt of fully executed contract. b. Final 20% of funds will be available upon the satisfactory submission of final contract deliverables as defined in the Scope of Work. (ii) All funds will be electronically transferred. 6. Payment of Grant. Subject to the fulfillment of the conditions set forth in Section 3: Initial here (a) The CFE Fund may increase the Scope of Work and corresponding outcome requirements and make concomitant payment adjustments as funds become available to expand services. Any increase in the Scope of Work and subsequent outcome goals would be made in consultation with the Grantee and the Vendor(s). (b) Services provided by the Vendor 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. (c) Grantee acknowledges that the CFE Fund will be making one or more electronic grant payments, and that William Porro (Assistant Director, Grants Administration, wporro(i,miamigov.com) is authorized to enter the Grantee's appropriate routing 3 and account number into CFE Fund's payment system (bill.com). 7. Covenants. During the term of this Grant, the Grantee is expected to adhere to the terms and conditions below and outlined in the Scope of Work or as set forth in Exhibit G (the "Grantee Proposal"). Failure to adhere to these conditions will constitute an act of default and result in the Grantee's obligation to return of part or all of the Grant funds to the CFE Fund and the termination of any obligation of the CFE Fund to pay subsequent invoices submitted after such default. In such a case, the CFE Fund will determine in its sole and absolute discretion the percentage of the Grant to be returned. Cessation or reclamation of Grant funding by the CFE Fund may also result in the Grantee's elimination from consideration for investment from the CFE Fund in any other form. In the event that the CFE Fund terminates the Grant as provided herein, the Grantee shall return Grant funds to the CFE Fund within the time period specified by the CFE Fund upon termination. During the Grant term and beyond as applicable, the Grantee under this Agreement agrees to: (a) Coordinate the overall implementation of the program with respect to the Scope of Work and the Grantee Proposal. The Grantee will oversee and direct the work of all partner organizations with respect to the Scope of Work and the Grantee Proposal, including its nonprofit, referral, integration and training partners and Vendor(s). In particular, the Grantee will monitor and manage any Vendor(s) to ensure proper implementation in conformance with the Scope of Work and will serve as the main point of contact with the Vendor. The Grantee and its Vendor(s), if any, will draft and sign an agreement that will memorialize this understanding and submit a timely, written copy of such subagreement to 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 pursuant to the Request for Proposal 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 in advance by the CFE Fund. (ii) The Grantee will provide immediate written notification to the CFE Fund if significant changes or events occur during the term ofthe Grant which could potentially impact the progress or outcome of the Grant, including, without limitation, changes in the Grantee's or any Vendor(sr management personnel, loss of funding or other extenuating circumstances which could affect the Grantee Budget or any Vendor(s)' budget. The CFE Fund, in its 4 sole and absolute discretion, will determinc if requests for budget modifications are warranted. (c) To the extent that any Vendor is a tax-exempt entity, to confirm the tax-exempt status of such Vendor at the time of each payment, and ensure that that each such Vendor is maintaining all authorizations, filings, exemptions, insurance, etc. required of a Vendor to perform its duties within and outside this Agreement. The Grantee also agrees to provide immediately any correspondence from the Internal Revenue Service or other related agencies regarding the above. (d) Cooperate in the monitoring, evaluation, and reporting of work, as detailed in the Scope of Work and as set forth in Exhibit E ('-Reportin<f ). (e) Adhere to the CFE Fund financial compliance stipulations. (i) The Grantee will maintain financial records to clearly account for the Grant funds from the CFE Fund and proper expenditures in furtherance of the Grant. The Grantee shall retain and maintain adequate records to substantiate such expenditures according to generally accepted accounting practices. The Grantee shall retain original substantiating documents related to the specific Grant expenditures and make these records available to the CFE Fund and Bloomberg Family Foundation (''Foundation") upon request. (ii) The CFE Fund reserves the right to audit the Grantee's financial and other records to ensure the proper utilization of its Grant funds. During and at least three years following the end of the Grant term, the Grantee must maintain records showing, separately from other accounts kept in its books and records, the receipt and expenditure of the CFE Fund Grant funds. (f) Adhere to the CFE Fund's marketing and communications guidelines. (i) The 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 CFE Fund partners. including the Foundation, as provided by the CFE Fund and as applicable. (ii) The 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, including the Foundation. Materials include but are 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, as well as the Foundation. Grantee also shall provide to the CFE Fund final copies of all printed materials as part of the progress reports for the Program. 5 (g) (iii) The Grantee will request permission from the CFE Fund before using or modifying the FEC Public and FEC logos and related branded materials. (iv) 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 Grantee shall not make any statement or otherwise imply to donors, investors, media, or the general public that the Foundation directly funds the activities detailed in the Scope of Work. (vi) The Grantee and its Vendor(s) may not publicly announce the receipt of this Grant or its details until the CFE Fund and its institutional investors have made their official announcement or have otherwise given permission in writing. (vii) Execution of this Grant agreement provides the CFE Fund and its institutional investors the right to disseminate any products, outcomes, or other information related to the Grantee's efforts in any media of its choosing. Whenever feasible, the CFE Fund will share these materials with the Grantee prior to publication and give appropriate credit to the Grantee as the provider of this information. The Grantee and its Vendor(s), if any, will be expected to cooperate in any public education or outreach effort undertaken in connection with this Grant,. which may include other CFE Fund programs. Adhere to the following prohibitions on the use of the Grant. Under no circumstances the Grantee or any other organization receiving the CFE Fund's Grant funds use these funds directly or indirectly for the following purposes or activities: (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 Request for Proposal without express written permission from the CFE Fund. 8. Insurance. (a) Agreement to Insure. 6 Unless detem lined inapplicable and/or unnecessary as evidenced in prior written approval obtained from the CFE Funcl and the Grantee, the Grantee shall ensure that the Grantee and any Vendor shall not commence performing services under this Agreement unless and until all insurance required by this Section is in effect, and shall ensure continuojrs 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 Grantee shall ensure that the Grantee and any Vendor shall maintain Commercial General Liability Insurance covering themselves as the named insured and the CFE Fund and the Grantee (as applicable) as additional insureds in the amount of at least One Million Dollars (S1,000,000) per occurrence. Such insurance shall protect the CFE Fund, the Grantee and the Vendor from claims for property damage and/or bodily injury, including death that may arise from any of the operations under this Agreement. The Commercial General Liability Insurance should also provide the CFE Fund, the Grantee and the Vendor with coverage against abuse or molestation claims that may arise from any of the operations under this Agreement. Coverage under this insurance shall be at least as broad as that provided by the most recently issued Insurance Services Office ("ISO") Form CG 0001 and must be "occurrence" based rather than "claims -made." (ii) Such Commercial General Liability Insurance shall name the CFE Fund, together with their officials and employees, as additional insureds with coverage at least as broad as the most recently issued ISO Form CG 20 10. (iii)The Grantee shall ensure that the Grantee, and any Vendor or sub -Vendor, to the extent applicable, adds the CFE Fund and the Grantee (as applicable), together with their officials and employees, as additional insureds under all Commercial General Liability Insurance policies obtained by a sub -Vendor covering work performed by such sub -Vendor under this Agreement with coverage at least as broad as the most recently issued ISO Form CG 20 26. (c) Professional Liability Insurance. (i) The Grantee shall ensure that if the Grantee and any Vendor provides professional services pursuant to this Agreement for which professional liability insurance is reasonably commercially available, the Grantee and any Vendor shall maintain and submit evidence of Professional Liability Insurance appropriate to the type(s) of such services to be provided under this Agreement in the amount of at least One Million Dollars ($1,000,000) per claim. The policy or policies shall include an endorsement to cover the liability assumed by the Grantee and any Vendor under this Agreement arising out of the negligent performance of professional services or caused by an error, omission or negligent act of the Grantee and any Vendor or anyone employed by the Grantee and any Vendor. 7 (ii) The Grantee shall ensure that all sub -Vendors of the Vendor providing professional services under this Agreement for which Professional Liability. Insurance is reasonably commercially available shall also maintain such insurance in the amount of at least One Million Dollars ($1,000,000) per claim, and the Vendor shall provide to the Grantee, at the time of the request for sub - Vendor approval, evidence of such Professional Liability Insurance on forms acceptable to the CFE Fund and the Grantee. (iii)Claims-made policies will be accepted for Professional Liability Insurance. All such policies shall have an extended reporting period option or automatic coverage of not less than two (2) years. [f available as an option, the Grantee shall ensure that the Grantee and any Vendor shall purchase extended reporting period coverage effective on cancellation or termination of such insurance unless a new policy is secured with a retroactive date, including at least the last policy year. (d) Workers" Compensation, Disability Benefits, and Employer's Liability Insurance. The Grantee shall ensure that the Grantee and any Vendor shall maintain, and ensure that each sub -Vendor maintains, Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's Liability insurance in accordance with the laws of the State of Florida on behalf of or with regard to, all employees providing services under this Agreement; provided, that the requirements in this clause may be waived if determined inapplicable and/or unnecessary as evidenced in prior written approval obtained from the CFE Fund and the Grantee. (e) Unemployment Insurance. To the extent required by law, the Grantee shall ensure that the Grantee and any Vendor shall provide Unemployment Insurance for its employees. (1) Business Automobile Liability Insurance. (i) If vehicles are used in the provision of services under this Agreement, then the Grantee shall ensure that the Grantee and any 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 Agreetent. Coverage shall be at least as broad as ISO Form CA0001, ed. 10/01. (ii) If vehicles are used for transporting hazardous materials, the Business Automobile Liability Insurance shall be endorsed to provide pollution Liability broadened coverage for covered vehicles (endorsement CA 99 48) as well as proof of MCS-90. (g) Cyber Liability Insurance. 8 Without limiting any of the obligations or liabilities of the Grantee and any Vendor. the Grantee shall ensure that the Grantee and any Vendor shall carry and maintain, at its own expense including any applicable deductibles or retentions, as long as respective, applicable statute(s) 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 Grantee shall ensure that the Grantee and any Vendor will maintain the following insurance requirements: Cyber Liability insurance with limits of not less than One Million Dollars (S 1,000,000) for each occurrence and an annual aggregate of One Million Dollars (S1,000,000) 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 Grantee and any Vendor is 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 and the Grantee. (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 Grantee. (ii) All insurance policies shall be primary (and non-contributing) to any insurance or self-insurance maintained by the CFE Fund or the Grantee. (iii) The Grantee and any Vendor shall be solely responsible for the payment of all premiums for all required insurance policies and all deductibles or self - insured retentions to which such policies are subject, whether or not the CFE Fund and the Grantee are insureds under the policy. (iv) There shall be no self-insurance program with regard to any insurance required under this Section unless approved in writing by the CFE Fund and the Grantee. Any such self-insurance program shall provide the CFE Fund and the Grantee with all rights that would be provided by traditional insurance required under this Section, including but not limited to the defense obligations that insurers are required to undertake in liability policies. 9 (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 Grantee and any Vendor as named insured under all primary, excess and umbrella policies of that type of coverage. (vi) All insurance policies required pursuant to subsections (b) and (c) above shall contain an endorsement substantially in the form as follows: "This policy may not be cancelled, terminated, modified or changed for any reason other than non-payment unless thirty (30) days prior written notice is sent by the insurance company to the named insured, the CFE Fund, and to Grantee. For non-payment, at least ten (10) days written notice must be provided." Proof of Insurance. (i) For Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's Liability Insurance, the Grantee shall ensure that the Grantee and any Vendor shall tile one of the following within ten (10) days of execution of this Agreement. ACORD forms are not acceptable proof of workers' compensation coverage: (A) C-105.2 Certificate of Workers' Compensation Insurance; (B) U-26.3 -- State Insurance Fund Certificate of Workers' Compensation Insurance; (C) Request for WC/DB Exemption (Form CE-200); (D) Equivalent or successor forms used by the New York State Workers' Compensation Board; or (E) Other proof of insurance in a form acceptable to the CFE Fund and the Grantee. (ii) For each policy required under this Agreement, except for Workers` Compensation Insurance, Disability Benefits Insurance, Employer's Liability Insurance, and Unemployment Insurance, the Grantee and any Vendor shall file a Certificate of Insurance with the Grantee and the CFE Fund (as applicable) within ten (10) days of execution of this Agreement. All Certificates of Insurance shall be in a form acceptable to the CFE Fund and the Grantee and certify the issuance and effectiveness of such policies of insurance, each with the specified minimum limits and evidence of the compliance with the Additional Insured provisions of this Section, if applicable. All Certificate(s) of Insurance shall be accompanied by either a duly executed "Certification by Broker'. in the form attached to this Agreement or copies of all policies referenced in the Certificate of Insurance. If complete policies have not yet been issued, binders are 10 acceptable, until such time as the complete policies have been issued, at which time such policies shall be submitted. (iii) Certificates of Insurance confirming renewals of insurance shall be submitted to the Grantee prior to the expiration date of coverage of'policies required under this Section. Such Certificates of Insurance shall comply with the requirements of subsections (h)(i) and (h)(ii) above, as applicable. (iv) The Grantee and any Vendor shall provide the CFE Fund and the Grantee with a copy of any policy required under this Section upon the demand for such policy by the CFE Fund or the Grantee. (v) Acceptance by the CFE Fund and the Grantee of a certificate or a policy does not excuse the Grantee and any 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. (j) 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 Grantee and any Vendor shall notify in writing all insurance carriers that issued potentially responsive policies of any such event relating to any operations under this Agreement (including, notice to Commercial General Liability Insurance carriers for events relating to the Grantee and any Vendor's own employees) no later than twenty (20) days after such event. Such notice shall be in substantially the following form and specify that '-this notice is being given on behalf of the CFE Fund and the Grantee as additional insureds as well as the named insured." Such notice shall also contain the following information: the number of the insurance policy, the name of the named insured, the date and location of the damage, occurrence, or accident, and the identity of the persons or things injured, damaged or lost. The Grantee and any Vendor shall simultaneously send a copy of such notice to the CFE Fund and to the Grantee. (ii) The Grantee and any Vendor's failure to maintain any of the insurance required by this Section shall constitute a material breach of this Agreement. Such breach shall not be waived or otherwise excused by any action or inaction by the CFE Fund or the Grantee at any time. The Grantee shall be responsible for notifying the CFE Fund of any such failure by the Grantee and any Vendor to maintain any of the insurance required by this Section. Upon such notification, the CFE Fund and the Grantee shall have no further obligation to honor any invoice submitted by such Grantee and any Vendor, (iii) Insurance coverage in the minimum amounts required in this Section shall not relieve the Grantee and any Vendor or its sub -Vendors of any liability 11 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 Grantee and any Vendor waives all rights against the CFE Fund or the Grantee, including its officials and employees for any damages or losses that are covered under any insurance required under this Section (wh.ether or not such insurance is actually procured or claims are paid thereunder) or any other insurance applicable to the operations of the Grantee and any Vendor and/or its sub -Vendors in the performance of this Agreement. 9. Indemnifrcation, (a) The CFE Fund shall indemnity, defend and hold harmless the Grantee, including Grantee staff, and its officers, employees and agents, from any and all claims, demands, costs, judgments or liabilities to which they may be subject because of any acts or omissions of the CFE Fund, its officers, directors or trustees, employees, agents, representatives, Vendors or sub -Vendors, or because of any negligence or fault of the CFE Fund, its officers, directors or trustees, employees, agents, representatives, Vendors or sub -Vendors. This obligation shall survive and continue beyond any termination or expiration of this Agreement. (b) The Grantee shall indemnify, defend and hold harmless the CFE Fund, including its staff, and its officers, directors or trustees, employees and agents, from any and all claims, demands, costs, judgments or liabilities to which they may be subject because of any acts or omissions of the Grantee, its employees, agents, representatives, Vendors or sub -Vendors, or because of any negligence or fault of the Grantee, its employees, agents, representatives, Vendors and sub -Vendors. This obligation shall survive and continue beyond any termination or expiration of this Agreement. (c) Each of the parties hereto shall take all steps necessary to ensure that its staff, officers or trustees, employees, agents, representatives, vendors and sub -vendors are covered under all insurance policies necessary to effectuate the provisions of this Section. 10. Confidentiality. 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 or subject to disclosure by law. 11. Non -Assignability. The Grantee shall not assign, transfer, subcontract, convey or otherwise dispose of this Agreement or of its rights, obligations, responsibilities or duties hereunder or under any Vendor Contract, either in whole or in part, without the prior written consent of the CFE Fund. I? 12. Compliance with Anti -Discrimination Rules. En its use of Grant funds provided by the CFE Fund, and in the course of all development, marketing and operation activities, the Grantee shall fully comply with all applicable federal, state, local (and any other governmental), anti -discrimination laws, executive orders, rules and regulations. 13. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 1. Entire Agreement, This Agreement contains the entire understanding between the parties hereto with respect to the subject matter of this Agreement and replaces and supersedes all prior agreements and understandings of the parties. This Agreement may be amended or modified only by a writing executed by the parties hereto. 15. Binding Agreement. Notwithstanding any other provision of this Agreement, the parties agree that this Agreement constitutes a legal, valid and binding agreement of each party, and is enforceable against each party in accordance with its terms. 16. Governing Law. 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, 17. Submission to Jurisdiction; Service of Process. (a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE PARTIES 13 HERETO FIEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THENI MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY TO THIS AGREEMENT AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. (b) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, ON BEHALF OF ITSELF OR ITS PROPERTY, BY PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY. NOTHING CONTAINED IN THIS SECTION 17 WILL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION. 18. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY RELEASES, WAIVES AND RELINQUISHES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR CAUSE OF ACTION IN WHICH ANY OF THEM ARE PARTIES, WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: (I) THIS AGREEMENT; (II) ANY PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO THIS AGREEMENT; (III) ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS AGREEMENT; (IV) THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT; AND (V) THE ENFORCEMENT OF THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES ITS WRITTEN CONSENT THAT TRIAL BY JURY WILL BE WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION AND AGREES THAT EACH OF THEM WILL HAVE THE RIGHT AT ANY TIME TO FILE THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT IN WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION MAY BE PENDING AS WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. 19. Amendment. 14 The CFE Fund shall consider, but is not obligated to agree to, requests by the Grantee to amend the terms of this Agreement. Amendments to this Agreement shall be made only after (i) the CFE Fund has received written request from the Grantee stating the nature of the amendment request, and (ii) the CFE Fund has executed a written agreement describing the terms of the amendment. 20. Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or other electronic means of communication, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. 21. Notices. Any notices required to be delivered hereunder shall be in writing and ,personally delivered, mailed or sent by electronic mail, telefacsimile or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) at the respective party's address listed on Exhibit F (the "Notices") or (b) at such other address as may be designated by written notice to the other party. 15 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 ‘vritten. CITIES FOR FINANCIAL EMPOWERMENT FUND, INC. By: Name: Jonathan Mintz Title: President and Chief Executive Officer ATTEST: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION By: Todd Ibnnori, City Clerk By: Name: Emilio T. Gorvalcz, Ph.D. Title: City Manager, City of Miami APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM REQUIREMENTS: AND CORRECTNESS: By: Bv: Anne -Marie Sharpe, Risk Nilanavement Director Victoria Madcz, City Attorney GRANT AGREEMENT Exhibit A Request for Proposal (To Be Attached) EXHIBIT A Exhibit B Scope of Work Where there may be discrepancies, this Scope of Work supersedes both the Request fin. Proposal and the Grantee Proposal. As part of the Financial Empowerment Center Planning Grant, the CFE Fund will be providing the City of Miami with a range of technical assistance services, including staff time, along with a S20,000 planning grant to help it achieve the following deliverables: • Draft an implementation plan to launch the Financial Empowerment Center initiative, based on Exhibit C (the "Model'). The plan will outline: o the nonprofit partner(s) who will deliver the financial counseling; o training partnerships and a training plan for the financial counselors; o a plan to identify a dedicated FEC program manager (employed by the local government) or name of person hired; o any commitments for the matching funds needed during the implementation phase; o the partnerships secured to integrate the financial counseling within a range of services and locations; and o the implementation budget. • If eligible, apply for the CFE Fund's Implementation grant. In order to accomplish these deliverables the Grantee will; 1. Designate the necessary staff members to manage and support all planning efforts.. a. Assign a senior staff member who will serve as the main liaison between the CFE Fund and the Grantee. b. Ensure that designated stag' members are actively and successfully working independently and collaboratively with the CFE Fund in furtherance of the planning efforts, including regular calk and emails with the CFE Fund to monitor progress, engage stakeholders, troubleshoot and make course corrections, as needed. c. Allow two staff members to attend a two-day orientation convening on November 9-10, 2017 in New York City. d. Ensure that all relevant staff members attend an in-depth planning session during the first CFE Fund site visit (early 2018); and assist in planning meetings with relevant stakeholders during the site visit to further planning efforts. e. Determine which office, agency or department the FEC work will fall within in the local government. 2. Coordinate key service delivery stakeholders to inform and finalize planning activities and implementation strategies. a. Assist in the completion of a detailed review, working collaboratively with the CFE Fund, outlining the stakeholders, integration opportunities, resources and issues relevant to launching a Financial Empowerment Center. i. Develop a list of relevant stakeholders (including but not limited to local government agencies, nonprofits, financial institutions, funders) who will participate in the assessment. EXHIBIT B ii. Work with the CFE Fund to review tindines from the assessment, provide feedback and develop priorities. iii. Conduct outreach to engage community stakeholders in developing planning and implementation strategies. b. Identify and receive approval from the CFE Fund of acceptable counselor training options, based on training standards provided by the CFE Fund. c, Identify, and if possible procure, the services of, nonprofit organization partners to deliver the financial counseling. d. Identify and secure commitments from potential partners for counseling referrals, far co -location opportunities and for programmatic integration. 3. Secure match funding to access the CFE Fund's implementation grant to launch the FEC initiative. a. Raise or otherwise provide match funds totaling one-half of the first year implementation budget (estimate fundraising goal of S150,000) to be eligible for up to S150,000. in CFE Fund match dollars. i. Work independently or collaboratively with the CFE Fund to identify funding opportunities. ii. Coordinate outreach activities with local and/or national funclers to provide an overview of the FEC work. iii. Make due effort to identify and secure Year 2 implementation funding commitments, Note: The CFE Fund support to those selected as implementation partners will include a 1:1 match of up to S150,000 in the first year, and a 1:2 match of up to $100,000 in the second year. Planning Grantees will be eligible to apply for the Implementation funding if they have committed funding for Year 1 (totaling approximately S150,000) and have a high likelihood of securing Year 2 funding (totaling approximately $200,000). 4. Support a vibrant Financial Empowerment Center Learning Community. a. Share accomplishments, best practices and lessons learned with the broader field through participation in a variety of national Learning Community activities lead by the CFE Fund. Such activities include: i. Attendance at national gatherings hosted by the CFE Fund. ii. Participation in ad -hoc webinars or conference calls with other grantees and partners. iii. Involvement in written communications about the work, which could include features on the CFE Fund website, newsletter, or written briefs. As part of the Planning Grant, the CFE Fund staff will provide technical assistance to the Grantee on a regular basis. The CFE Fund will: • Facilitate a series of initial training sessions, including one in -person launch session in November 2017 in New York City, to set the context for the work, provide in-depth overviews of the Model, and share best practices; • Lead regular calls and be available via email to support strategic planning and program development; • Make at least one site visit to meet partners, facilitate stakeholder discussions, and provide targeted assistance; EXHIBIT B • Host learning community activities, including an annual all -partner, in -person event; • Provide assistance with fundraising activities, including participating in fundraising meetings by phone (or in person during site visits), and review fundraising. strategies; and • Provide access to a range of technical assistance resources, including fundraising templates, training curricula, operations manuals, and other resources. EXHIBIT B Exhibit C Financial Empowerment Center Model the "Model-). In 200S, New York City under Mayor Michael R. Bloomberg. first piloted a Financial Empowerment Center ("FEC") to offer professional, one-on-one financial counseling targeted to New Yorkers with low incomes as a free public service, helping residents navigate the increasingly complex financial marketplace and increase their financial stability. Since then, and through replication supported by Bloomberg Philanthropies and the Cities for Financial Empowerment Fund ("CFE Fund") in five other cities, Financial Empowerment Centers have grown into a large- scale network of targeted financial counseling and coaching services. Embedded into local government social service delivery systems, the Model in the six cities has provided financial counseling to more than 70,000 clients. Local governments are uniquely poised to integrate financial empowerment interventions, such as financial counseling and coaching, into core social service delivery systems` they are responsible for local implementation of services, and can connect to residents through schools, benefits disbursal, affordable housing, and other key touchpoints. In addition, because underlying financial instability is often the primary backdrop, if' not the actual presenting cause, for residents seeking and receiving social services, the FEC experience both helps generate better financial outcomes and also leads to enhanced success within primary social services (the "Supervitamin Effect"). As quantified in a recent evaluation of the Model, despite significant financial obstacles, people who received FEC counseling succeeded in reducing debt, improving credit, opening bank accounts, and even saving for emergencies and for their futures. FEC counselors helped clients reduce debt by more than $83 million and increase their savings by S9 million, significant success that occurred in the context of deep financial challenges. In fact, FEC clients' average annual incomes were just over $21,000; close to 30% had no health insurance; and over 60% had no savings. Key elements of the Model and operations include: Model: • One-on-one financial counseling from trained professionals • Offered by local government, often as delivered through nonprofit organization partners, as a free public service • Data systematically tracked, including defined client outcomes • Counseling connected to a range of local government and nonprofit service delivery systems • Prioritizes sustainability efforts to become a sustained, publicly -funded service Operations: • Program implementation and management is led and overseen by the local government • Service provision is conducted by one or more qualified nonprofit partners or local government agencies EXHIBIT C • Counselors conduct financial triage with clients to determine the nature ot'their financial situation, set goals. and establish a specific plan of action with each client focused in lour primary areas: banking, savings, debt, and credit • Client retention, critical to outcome achievement, is prioritized • All counselors must take and pass a CFE Fund -approved training (based on CFE Fund standards) The Financial Counseling Session As defined for the Model, one-on-one financial counseling and coaching represents a mix of goal setting and light case management in a direct service provision role, as well as deep technical knowledge of financial issues and the ability to advise people on their financial and personal goals in the areas of banking, savings, debt, and credit. One-on-one counseling, either in person or remotely, is conducted or tracked with the goal of clients achieving meaningful, defined financial outcomes. The initial counseling session consists of a comprehensive financial health assessment, where counselors conduct triage to determine the full nature of the client's financial situation, support the client in setting goats, and establish a specific client -led action plan to manage their finances, pay down debt, increase savings, establish and build credit, and access safe and affordable mainstream banking products. Retention, or returning for more than one session, is critical; clients are more likely to achieve outcomes if they participate in multiple counseling sessions. Throughout the process, counselors advise clients, and track progress towards outcomes aimed at enhancing financial stability. Partnership Structure The Model is a partnership between local government and community based organizations, with critical and distinct roles for each partner. Local Government (city or county) plays a central role of directing and coordinating the initiative on the ground. The local government partner ensures quality and consistency of service delivery by establishing protocols for monitoring and evaluation, using public channels for marketing and promotion of services, and supporting integration of service delivery within other public programs and local government access points. Nonprofit Providers' recntit, hire and supervise the FEC counselors. They are responsible for ail data collection and regular reporting to the local government and the CFE Fund. They support public marketing efforts by participating in outreach events and presentations. In addition, nonprofit providers establish and maintain relationships with other community partners hosting counselors, referral partners, and other outreach and community efforts. This provider role can also be fulfilled by a local government agency. Local and National Counselor Training Partners deliver financial counseling training instruction based on the training standards provided by the CFE Fund, focusing on financial content, counseling and coaching skills, and cultural awareness, Partners can deliver this training in a variety of formats, including at a local college, through self -paced webinars, and/or EXHIBIT C with program managers or national training providers teaching the curriculum. Prior to ‘vorking with their own clients, counselors must pass an exam that evaluates their command of training material and succeed at a period of mentored, experiential training (such as role-playing, shadowing, and observation). In addition, local government and nonprofit managers coordinate continuing education opportunities as the program evolves in order to further counselors' professional development and understanding of new issues facing those with low incomes. Programmatic Partners are crucial to integrating the FEC services into the service streams of local government and nonprofit agencies, especially those serving people with low and moderate incomes. At their best, these partnerships deeply embed financial counseling and coaching into local government and nonprofit programs and advance those programs" goals. Potential complementary program linkages could include homeownership assistance, homeless prevention, foreclosure prevention, workforce development, asset building, financial access, domestic violence prevention, or other social services. Philanthropic Partners play a key role in both the launch of the FEC and subsequent enhancement opportunities. At the start of the implementation phase, localities secure funding from local and/or national fitnders to partially match the CFE Fund's investment to launch the FEC. Funder engagement in the FEC stems from a range of interests, including geographic footprints, programmatic priorities, innovation opportunities, and issue -based giving. Once the FEC has launched, funders offer opportunities to enhance the Model with targeted pilots, while also providing support to complement the public funding. Data Collection and Reporting Data collection and reporting are essential to the success of the Model, used to improve service delivery, track required outcomes, and further budgetary and political sustainability efforts. FEC initiative partners will be required to participate in all national data collection, tracking, and evaluation activities throughout the grant period. Partners have access to all local data collected and are able to create customized reports. Learning Community The CFE Fund operates a national teaming community of local government partners engaged in FEC development and implementation, as well as an Affiliate Network who also provide government -connected free financial counseling. Partners will have access to, and be expected to participate in, various learning community opportunities, both remotely and in person. EXHIBIT C Exhibit D Grantee Buduet The CFE Fund will provide S 20,000 planning grant to support the City of Miami. The City of Miami will use the funding from this grant to commit staff (S15,000), manage administrative needs (S1,000) and fund a local event ($4,000), in line with the Request for Proposal and Scope of Work. The CFE Fund will provide S20,000 to support this work. EXHIBIT D Exhibit E Reporting The Grantee is responsible for reports using the CFE Fund's online grant portal. • Interim Report: A six-month narrative report, includes overview of activities to date related to the Scope of Work and next steps (estimated due date: April 27, 2018), • Final Report: Timing will be based on Grantee's progress. This report will outline all planning activities, as well as a financial overview of how grant hinds were spent. Note: At the six-month mark, Grantees will have the opportunity to submit their Implementation plan, if applicable; as well as apply for the Implementation grant. EXHIBIT E Notices Cities for Financial Empowerment Fund, Inc. Tamara Lindsay Principal Cities for Financial Empowerment Fund, Inc. 44 Wall Street, Suite 605 New York, NY 10005 Telephone: (646) 362-1635 Email: tlindsay Jcfefund.org Grantee William Porro Assistant Director Office of Grants Administration City of Miami 444 SW 2nd Ave 5th Floor Miami, FL 33130 Telephone: (305) 416-2181 Email: wporro i4miamiuov.com EXHIBIT F Exhibit F Exhibit G Grantee Proposal (To Be Attached) EXHIBIT G