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II Living Mr Cities LIVING CITIES 470 Seventh Avenue 10th Floor New York, NY 10018 (Spring 2024) 805 15th Street, NW Suite 500 Washington, DC 20005 Phone: 646 442 2200 Fax: 646 442 2239 MEMBERS The Annie E. Casey Foundation Citi Foundation Deutsche Bank Bill & Melinda Gates Foundation The JPB Foundation The Ewing Marion Kauffman Foundation W.K. Kellogg Foundation The Kresge Foundation M&T Charitable Foundation John D. and Catherine T. MacArthur Foundation The McKnight Foundation Melville Charitable Trust MetLife, Inc. Morgan Stanley Prudential Financial, Inc. Robert Wood Johnson Foundation Surdna Foundation Truist Foundation PRESIDENT & CEO Joseph Scantlebury July 3, 2024 Mr. Arthur Noriega City Manager City of Miami Department of Human Services 444 SW 2nd Avenue, 10th Floor Miami, FL33130 Re: Grant No. 25-6045 G 1240 Dear Mr. Noriega: I am pleased to inform you that Living Cities has awarded the City of Miami Department of Human Services ("the Grantee") a grant of One Hundred Thousand Dollars ($100,000.00) (the "Grant") to support the Breaking Barriers to Business (B3) initiative, aiming to accelerate wealth -building for business owners of color in Southeast U.S. cities. It supports our mission to close the racial wealth gap through philanthropy, financial institutions, and local governments. The terms of this grant agreement are outlined below. Your signature at the end of this agreement indicates that you, as an authorized agent of your organization, have read, understood and agreed to these terms. Grant Agreement (1) Use of Grant: The Grant is to be used only for the purposes outlined in your initiative application dated October 31, 2022. Specifically, the funds are to be used to implement the goals and objectives, attached herein as Schedule B. (2) Grant Period: The grant period will begin on September 3, 2024, and end on December 31, 2026. Any funds not used by the end of the grant period toward the purposes of this grant will be returned to Living Cities within 45 days after the end of the grant period. (3) Payment of Grant: The Grant will be paid out in two (2) installments upon completion of a coordinated workplan as stated in Section (4.). Living Cities' ability to pay out this grant is dependent on the timely receipt of grant funding from institutional grantors. In theeventthat Living Cities has not received sufficient or timely funding from these grantors, Living Cities may elect to postpone, reduce or eliminate this award prior to disbursement. (4) Conditions to Disbursement(s) of Grant: The Grant will be disbursed to the Grantee, upon the fulfillment of the following conditions: (a) Fifty Thousand Dollars ($50,000.00) upon execution by Living Cities of a signed copy of this agreement, including a completed Schedule C: Grantee Questionnaire. By signing this agreement, you also agree to the requirements of participation set forth in paragraph five (5) below; and. (b) Fifty Thousand Dollars ($50,000.00) upon receipt and approval of a Work Plan due by January 31, 2025. LIVINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 Living '+ Cities (5) Requirements for Participation: (a) Participation in the Breaking Barriers to Business (B3) learning activities, such as cohort calls and convenings with the cohort lead Norris Williams and other Living Cities' team members (virtual or in -person) including: i. Activity I: Briefing with Business Serving Agency (BSA); ii. Activity II: Review of Requested Information; iii. Activity III: Intermediate Workshops; iv. Activity IV: Draft Corridor Support Work Plan; and v. Activity V: Planning Site Visit and finalization of Corridor Support Work Plan (b) Participation, by the city's core team members in the People's Institute for Survival and Beyond's Undoing RacismT"' workshops organized by Living Cities to build collective anti -racist analysis and practice. (c) Support Living Cities in storytelling of the city's effort to break systemic barriers that impact the business ownership journey of entrepreneurs of color; and (d) Continued work and attempts to advance an action that remedies barriers in five critical areas: Capital, Narrative, Policy, Power, and Practice. (e) Submission of a Work Plan and grant Budget according to the Work Plan Guidelines. (6) Legal and Tax Requirements: Grantee represents and warrants to Living Cities that: (a) Grantee is an organization in good standing, is either a governmental unit or an organization described in Section 501(c)(3) of the U.S. Internal Revenue Code (Code) and is not a private foundation within the meaning of Section 509(a) of the Code. Grantee will notify Living Cities immediately of any change in its tax status. (b) Grant funds may be expended only for charitable, educational, literary or scientific purposes as specified in Section 170(c)(2)(B) of the Code. (c) No partof the grant can inure to the benefit of any private person or entity in violation of Section 501(c)(3) and 4941 of the Code, including but not limited to any Foundation trustee, officer, employee, or his/her spouse, children, grandchildren, and great grandchildren or their respective spouses for any purpose. (7) Conditions and Other Requirements: During the term of this grant, the Grantee is expected to adhere to the conditions below. 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 Living Cities. In such a case, but only after a 30-day notice of breach of conditions of the agreement and an opportunity to cure, Living Cities will determine in its sole and absolute discretion the percentage of the grant to be returned. Cessation or reclamation of grant funding by Living Cities may also result in your organization's elimination from consideration for future grant awards. During the grant term and beyond as applicable, the Grantee under this agreement agree to the following: (a) Adhere to the uses of the grant summarized in Section (1). This grant is made only for the purposes stated in this letter and in the proposal the Grantee has submitted. Any grant funds not expended or committed forthesepurposeswithin the grant period will be returned to Living Cities. Any prospective changes in the use of this grant totaling over five percent of the total grant amount must be submitted in writing to and approved by Living Cities. In addition, the Grantee is expected to meet the milestones stated in the workplan within the timeframe specified therein. Any material changes in the Grantee's milestones or timeline should be reported to Living Cities at the earliest reasonable opportunity. Living Cities will decide in its sole and absolute discretion whether any delays in meeting milestones constitute a violation of the grant terms and conditions. LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 12 LNINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 1 Living Cities (b) Maintain its tax-exempt status and all authorizations, filings, exemptions, etc. required to perform its duties within and outside this agreement. The Grantee also agrees to immediately provide any correspondence from the IRS or other related agencies regarding the above. (c) Cooperate in the monitoring and evaluation of its work. Given Living Cities' learning goals, Living Cities expects its grantee, to cooperate in timely and accurate reporting of program process, outputs, and outcomes. In partnership with Creative Research Solutions periodic progress reports will be submitted to Living Cities on a semi-annual basis through the end of the grant period. Living Cities and its institutional grantors reserve the right to use and publish any information furnished by the Grantee, provided that Living Cities give appropriate credit to you as the provider of this information. In addition to progress report outlined above, Living Cities expects to use the following means to track outcomes: (i.) Site visits: At least one site visit will be conducted during the course of the grant period. These visit(s) will be used not only to facilitate monitoring of project progress, but also to support other project purposes. Living Cities may also use these site visits to facilitate the education and cross-fertilization of ideas across its own partners and member organizations. We encourage our grantees to use any site visits to their full advantage, leveraging our involvement and engagement for such purposes as convening key stakeholders and enhancing fundraising efforts. In thisspirit, we remain open to creative and broader uses of these mechanisms. (ii.) End -of -grant period report: Grantee must cooperate with Living Cities' evaluation partner, Creative Research Solutions, to complete an end -of -grant report to be submitted to Living Cities no more than 90 days following the end of the grant period. It will include: (1) a narrative account of what was accomplished by the expenditure of funds, including progress made towards achieving the goals of the grant; and (2) a financial accounting of grant funds spent during the grant term. Living Cities reserves the right to audit 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 Living Cities grant funds. (d) Adhere to the following prohibitions on the use of the Grant. Under no circumstances the Grantee or any other organization receiving Living Cities' grant funds use these funds directly or indirectly for the following purposes or activities: (i.) Make a grant to any 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, norwill it make sub -grants to any entity that engages in these activities; (iii.) Influence the outcome of any specific public election, participate in or intervene in, including by the publishing or distribution of any statements, any political campaign on behalf of or in opposition to any candidate for public office; (iv.) Influence legislation, including by the publishing or distribution of any statements, orany campaign in support of or opposition to pending legislation; and (v.) Any other purposes outside your proposal without express written permission from Living Cities. LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 1 3 LNINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 ILiving r Cities (e) Represent faithfully and coordinate with Living Cities in reports and communications. Living Cities hopes and anticipates that the Grantee will leverage recognition by Living Cities in your communications and public relations. In doing so, Living Cities expects the Grantee to represent Living Cities fairly and faithfully in all reports, press releases, speeches and other media. All materials describing the Grantee's efforts, particularly those that mention Living Cities, should be sent to Living Cities prior to publication. Whenever possible, major communications plans should be coordinated with Living Cities in advance. Copies of any reports, evaluations or other communications supported by Living Cities' grant funds should be sent prior to publication to: Name: Norris Williams, Assistant Director Email: nwilliams©Iivingcities.org Phone: (646) 442-2914 Conversely, receipt of this grant provides Living Cities license to disseminate any products, outcomes, or other information related to the Grantee's efforts in any media of its choosing. Wheneverfeasible, Living Citieswill share these materials with theGrantee priorto publication. The Grantee and its sub -grantees will be expected to cooperate in any public education or outreach effort undertaken in connection with this grant, which may include efforts to attract additional resources to the Grantee or others doing similar work. (8) Notice: Any notice under this Agreement shall be in writing and shall be deemed delivered upon Grantees receipt of notice at the address or facsimile hereunder. Living Cities' Principal Contact regarding this grant will be: Name: Daniel Marshall, Senior Associate Sheila Zegarra, SeniorAssociate Email: dmarshall©Iivingcities.org szegarra@livingcities.org Phone: (646) 442-2919 (646) 442-2917 For Inquiries on Grant Administration notify: Name: Joan F. Springs, Director, Grants & Contracts Management Email: jsprings©Iivingcities.org Phone: (646) 442-2231 For inquiries on payment & invoices, in addition to the principal contact, notify: Email: accounting@livingcities.org (9) No Right of Assignment or Delegation: The Grantee may not assign or otherwise transfer its rights, or delegate any of its obligations, under this agreement. (10) Compliance with Anti -Discrimination Rules: In its use of grant funds provided by Living Cities, 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. (11) Governing Law: This Grant Agreement is governed by, and will be construed in accordance with, the laws of the State of New York. (12) Amendment of Term of Grant: Living Cities shall consider but is not obligated to agree to requests by the Grantee to make modifications to the terms of the Grant. Amendments to the Grant shall be made only after (i) Living Cities' Director, Grants & Contract Management has received a written request from the Grantee stating the nature of the amendment requested, and (ii) an authorized officer of Living Cities has executed a written agreement describing the terms of the amendment. LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 14 LNINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 Living Cities (13) Countersignature Required. If this agreement correctly sets forth your organization's understanding of the terms and conditions of the grant, please sign and date in the space provided below, complete/attach Schedule A: Workplan, Schedule B: Project Budget and Schedule C: Grantee Questionnaire and return to Joan F. Springs, Administrator of the Grant at jsprings@livingcities.org. If a signed Grant Agreement is not received within 45 days from the date of this letter, this Grant is subject to cancellation by Living Cities. [THE REMAINDER OF PAGE HAS INTENTIONALLY BEEN LEFT BLANK] LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 1 5 LNINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 dri Living Iv Cities Congratulations on receiving this award. Sarah Bainton Kahn Managing Director Living Cities, Inc.: The National Community Development Initiative Date: Arthur Noriega City Manager City of Miami Department of Human Services Date: LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page I 6 LIVINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 ILiving r Cities Schedule A: WORK PLAN GUIDELINES Breaking Barriers to Business (B3) Business Serving Agency Work Plan Guidelines Your Work Plan Your plan must consider and respond to the following questions: 1. Why is it important for the city to participate in an initiative like Breaking Barriers to Business? Consider: a. What historical challenges have business owners of color faced as a result of local government systems? Current challenges? b. What historical challenges have the three focal commercial corridors of color experienced? Currentchallenges? c. What challengesarethe Business -Serving Organizations(BSOs) experiencing to support business owners in the three focal corridors? 2. Categorically, what systemic barrier(s) does your plan seek to address? Consider: a. Capital Barrier: The way financial capital is allocated to businesses in the three commercial corridors of color? b. Narrative Barrier: The way stories are told to a mass audience about businesses in the three commercial corridors of color? c. Policy Barrier: The way regulatory language affects businesses in the three commercial corridors of color? 3. Where, specifically, will your plan take place? Consider: a. What are the names of the three corridors? b. What are the boundaries of each corridor you plan to affect? 4. How will your plan transform the aforementioned systemic barrier(s) into systemic pathways for business owners of color? Consider: a. What goals have been established for the systemic barrier(s) you have identified? b. Will the plan change how the city itself effectuates capital, narrative, policy, power, and practices? c. Will you change the agency you have legitimate authority overand/ordo you seek to change other agencies in the city? d. Is there a stated/proposed impact of the initiative? 5. How are you organizing with the corridors? Consider: a How are you ensuring that historically excluded commercial corridors of color, particularly BIPOC-led Business -Serving Organizationsand business owners of color, are included in the development and implementation of your plan? 6. What activities should be performed to complete the plan? Consider: a. What are your initiative's del iverables? What are your initiative's milestones? Include short and long-term goals and clear action steps. 7. When is the plan slated to begin and end? Consider: a. When is success achieved? Leading to success, at what point in the plan's timeline should deliverables and milestones be achieved? b. Isthere enough flexibility in your timeline to adaptforunforeseen circumstances? LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 1 7 LNINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 dri Living Iv Cities 8. Who will be involved?Consider: a. What are their roles and responsibilities? b. Do their roles and responsibilities meet a capacity need? c. Are they individuals or organizations? 9. How do you intend to evaluate the performance of your activities and achievement of your goals? LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 18 LIVINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 ILiving r Cities Schedule B: PROJECT BUDGET GUIDELINES Your WorkPlan Budget Your budget must consider and respond to the following questions: 1. Purpose: How is your plan using the funds? Consider: a. Are yourfunds going to be used for something that is challenging to use restricted or tax dollars for? 2. Leverage: a. How could the use of your grant funds unlock other funds? b. How can you combine funds from multiple sources to support your plan? c. How will you leverage partnerships, collaborations, and/oralliancesto strengthen your plan for the use of funds? 3. Costs: a. Do you have a detailed estimate of resources and costs related to your deliverables? b. How are your estimates calculated (please provide the research used)? c. How arecosts d. How will costs be sustained overtime? 4. Contingencies: a. Are you expecting any budget shortfalls to happen? b. How will you mitigate those shortfalls? c. What is the cost of those shortfalls? 5. Monitoring: a. What is your method to track budget expenses over the life of the plan? LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 1 9 LNINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200 dri Living Iv Cities Organization Name: Grant # / Tax ID Number: Program Contact Name: Phone: Fiscal ContactName: Phone: Schedule C: GRANTEE QUESTIONNAIRE Email: Email: Tax -Exempt Classification under the Internal Revenue Service: ❑ Government Unit ❑ School or University ➢ If checked, submit IRS letter of exemption and classification ❑ Other Section 501(c)(3) entity ➢ If checked, submit IRS Letter of exemption and classification ❑ Other Tax-exempt entity ❑ Not a Tax-exempt entity ❑ Your organization is planning to, but has not applied for tax exempt status ❑ If your organization has applied for status as a 501(c)(3), please submita copy of the Form 1023 submitted to the IRS Payment Information: Grantee's Preferred Payment Method: Payee / Beneficiary: Address: City, State, Zip: Phone: Attention: ❑ Check or ❑ ACH / Electronic Transfer Email: If ACH/Electronic Transfer, Receiving bank Information Bank Name: Bank Address: City, State, Zip: ABA /Routing Number: Account Number: Additional Instructions: Name, Signature and Title (of the personwho completed thisform): Name Title Signature Date LC 25-6045 — G 1240 —Miami B3 06-12-2024 Page 110 LIVINGCITIES.ORG • 470 SEVENTH AVENUE, 10TH FL, NEW YORK, N.Y. 10018 • 805 15TH STREET NW, SUITE 500, WASHINGTON, D.C. 20005 • (646) 442-2200