HomeMy WebLinkAboutExhibit ARECYCLING PARTNERSHIP GRANT AGREEMENT
This Recycling Partnership Grant Agreement ("Grant Agreement") is entered into on the last date of
execution below ("Effective Date"), by and between THE RECYCLING PARTNERSHIP, INC., a non -
stock corporation organized under the laws of the Commonwealth of Virginia, with its principal place of
business located at 20 F Street NW, 7th Floor, Washington, DC 20001 ("Grantor"), and CITY OF MIAMI,
a municipal government organized pursuant to the laws of the State of Florida, with its principal place of
business located at 1290 NW 20th St, Miami, FL, 33142 (the "Grante, which are referred to collectively
herein as the "Parties" and each individually as a "Party."
RECITALS
WHEREAS, Grantor is a tax-exempt organization under Section
(a) of the Internal Revenue
Code of 1986, as amended ("Code"), as an organization described in Code Section 501(c)(3), and is
classified as a public charity described in Code Section 170(b)(1)(A)(vi);
WHEREAS, Grantor's purpose includes furthering charitable and educational purposes within the
meaning of Code Section 501(c)(3) by en
WHEREAS, Gr
contamination and b
single-family househol
or the "Project"
ng vities relate o increasing recycling;
ends to incre the captured recyclable materials, reduce recycling
uality material through a targeted community engagement program for all
urther described in Attachment A (hereinafter referred to as the "Work Plan"
411
W ' EAS, has determined the' Project will increase residential recycling and provide
environmei 1 benefits and thaieby further its charitable purposes within the meaning of Code Section
501(c)(3);
WHEREAS, Grantor desires to further its charitable purposes by providing Cash Grants (as
defined below) and In-Kinc_Serv.ces (as defined below) to Grantee to support the Project.
NOW THEREFORE, consideration of the mutual promises and covenants contained in this
Grant Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. Grant Agreement Documents. This Grant Agreement includes Attachment A, comprises the
entire agreement between the Parties, and supersedes all previous and contemporaneous agreements and
representations, whether oral or written.
Version: July 2025 1
2. Term. This Grant Agreement shall be effective during the Grant Period, which begins on the
Effective Date and ends on March 31, 2027.
3. Duties of Grantee. In exchange for the Cash Grants and In -Kind Services from Grantor, Grantee
shall complete the Project including, without limitation, all reporting requirements, in accordance with
the Work Plan and all other terms and conditions set forth in this Grant Agreement.
4. Duties of Grantor. Subject to Grantee satisfying its obligffions under this Grant Agreement,
Grantor shall make cash grants to Grantee in an amount not to exceed TWO HUNDRED THIRTY-FIVE
THOUSAND DOLLARS ($235,000) to support the Project ("Cash Giants"). The details of the Cash
Grants and the anticipated costs and expenditures associated with the Project are set forth on Attachment
A. Notwithstanding anything contained in this Grant Agreement to the contrary, Grantor shall not be
obligated to distribute any Cash Grants to Grantee. ` . Vendor (as defined below), even if the required
documentation is submitted to Grantor, unless such . Grants are for an Allowable Expenditure (as
defined below). In addition to the sh Grants, durin_ the Grant Period, Grantor shall also provide
Grantee with access to In -Kind Services with an estimated value of up to ONE HUNDRED AND
TWENTY-FIVE THOUSAND DOLLAR($125,000) ("In -Kind Services"). A description and the
projected value of the In-K. Services is s orth on Att ment Alb
5. Distribution o ash Gran s.'During le Gram,,Perio , or shall distribute Cash Grants to
Grantee to reimburse Grantee for Allowable Expenditures. An Allowable Expenditure is an actual
expenditure associated with work performed, or goods or services acquired, in accordance with the Work
Plan an. 'in support of the Project, as determed,Grantor in its sole and absolute discretion
(colle , "Allowable Expenditures" and individually, an "Allowable Expenditure"). Costs incurred
prior to . rant Period, or for expenses related to travel, shall not be deemed an Allowable Expenditure
without the written approval of Grant,
a. Inv Grantee sh 1 submit reimbursement requests to Grantor in the form of an
invoice, using a temp e provided Grantor (each an "Invoice' and collectively, the "Invoices"). All
Invoices submitted to Grantor *all be accompanied by (i) copies of invoices for each Allowable
Expenditure for which Grasrtee is seeking reimbursement; and (ii) reasonable and appropriate
documentation showing the actual amounts paid by Grantee for all Allowable Expenditures included in
the Invoice. Acceptable documentation showing the actual amount(s) paid may include copies of
canceled checks or finance reports. Cash Grants, other than those paid directly to Vendors and excluding
the final payment of Cash Grants, shall be distributed to Grantee within thirty (30) days of Grantor's
receipt of an Invoice. Total Cash Grants from Grantor will not exceed ninety percent (90%) of Allowable
Expenditures until the submittal of a Final Report (as defined in the Work Plan).
Version: July 2025 2
b. Final Invoice. The final ten percent (10%) of Cash Grants shall be paid within thirty (30)
days of (i) Grantee's completion of the Project; (ii) Grantee's submission of a Final Report; and (iii)
Grantor's acceptance of Grantee's Final Report. Grantor may withhold Cash Grants if Grantee does not
meet the aforementioned requirements or if Grantee fails to meet the reporting obligations set forth in the
Work Plan. When distributing Cash Grants directly to Vendors in lieu of reimbursing Grantee, Grantor
may, in its sole and absolute discretion, waive its right to withhold ten percent (10%). Cash Grants may
be distributed to Grantee or to Vendors by check or direct depos rantee, Grantor and a Vendor, as
the case may be, shall mutually agree upon prior to the distri of a Cash Grant.
Furthermore, it is expressly understo
Agreement shall be and operate as
employee of Grantee or Grantor. Any Ve
its operations and activitie will be sole
servants, employees, ad tors. Gr
intent to hire Vendors and shall in ude Grante ` in thejrocess to integrate the goods or services to be
provided by such Vendors into the Work Plan. Vendors shall (i) provide evidence of commercially
c. Direct Payment to Vendors. Grantor may,ts sole discretion and with the prior written
consent of Grantee, hire, and distribute Cash Grants directly to Vendors for the purpose of providing
goods or services in support of the Project. No Vendor may be an employee of Grantee or an entity
controlled, as determined by Grantor in its sole and absolute discretion, by an employee of Grantee or
members of the family (as defined in Code Section 4958(f)(4of On employee of Grantee or Grantor.
greed that each Vendor hired in connection with this Grant
an N . -nt contractor and not as an agent, representative, or
ill have the usive right to control the details of
ponsible for the acts missions of its officers, agents,
shall notes Grantee' imary contact in writing of its
reasonable insurance for the goods and/
Grantor and Grantee for- third -pa
terms°and conditions as determine
6. Notice. Except as otherwise prov
ervices vided, and (ii) indemnify and hold harmless
s ed to the services provided, each under such
rantor in le discretion.
all notices required by this Grant Agreement must be
delivered by email to each Party's primary and secondary (if any) contact, as set forth below.
Grantor Primary Contact:
Grantor Secondary Contact
Grantee Contact:
Community Program Manager
(P):
(E):
Charlotte Pitt
VP, Community Development
(P): (303) 931-4045
(E): cpitt@recyclingpartnership.org
Liudmila Negrin, Special
Projects Coordinator, Dept. of
Solid Waste
(P): (305) 960-2818
(E): lnegrin@,miamigov.com
Version: July 2025
3
7. Termination. Either Party may terminate this Grant Agreement with thirty (30) days' written
notice, with a read receipt requested, to the other Party. If Grantee fails to substantially fulfill its
obligations under this Grant Agreement in a timely and proper manner, Grantor may provide written
notice to Grantee of its intent to terminate this Grant Agreement. Such notice shall specify the reasons
for termination and allow Grantee thirty (30) days to mitigate any specified reasons. If Grantee fails to
cure such breach within the thirty (30) day period, as determined by Grantor in its sole discretion, Grantor
may terminate this Grant Agreement by giving written notice to Grantee of such termination and the
effective date of such termination (the "Termination Date"). Nottanding receipt of such notice of
termination, Grantee may still receive Cash Grants for any Invoices which were submitted prior to the
Termination Date and approved by Grantor in accordance with this Grant Agreement.
8. Amendments and Extensions. This Grant ' ent may only be amended in a writing signed
by both Parties. Grantee shall substantially ad the timeline and objectives detailed in the Work
Plan. Notwithstanding the foregoing, Grantor ma , = -ant extensions of time via email for Grantee to
perform its obligations hereunder, but such extensions are not guar teed. If Grantee res an extension,
Grantee shall submit a written requ antor at least ixty (60) days prior to e due date of an
prove or deny 'n its reasonable discretion.
obligation which Grantor shall review
9. Prohibited Lobbyi • d Political vity. s -. n ee shall no or appropriate any Cash Grant
to (i) carry on propaga _ e attemp nflgislation, ii) engage in political activity,
including participat er intery e in (including' publishing or distribution of statements) any
political campaign on behalf of or in opposition to any candidate for public office.
10. Publicity and Press Events. Grantee may make information regarding this Grant Agreement and
the P .vailable to the public at any time after the Effective Date and in a manner which the Parties
deem a •riate. This requement is of intended to limit or otherwise restrict Grantee's public
informatio gations or requirements, , and is instead intended to allow the Parties to coordinate
public announcements about the Project. Gra tee agrees to reasonably cooperate with Grantor during the
Grant Period to publicize the Project, including, but not limited to, designating a suitable representative
to appear on behalf of Grantee at publicity events, providing relevant and pertinent information to include
in press releases and distributicts, and responding, as appropriate, to relevant and pertinent press
inquiries. Each Party agree* provide the other with reasonable advanced notice of any efforts to
publicize the Project for the purpose of allowing the Parties to coordinate any public announcements.
11. Compliance with Patent, Trademark and Copyright Laws. The Parties agree that all work
performed under this Grant Agreement shall comply with all applicable patent, trademark and copyright
laws, rules, regulations, and codes. The Parties further agree that neither will use any protected patent,
trademark, or copyright in the performance of their respective work unless a Party has obtained proper
Version: July 2025 4
permission and all releases and other necessary documents. The Parties agree to release, indemnify and
save one another harmless from any and all claims, damages, suits, costs, expenses, liabilities, actions,
or proceedings of any kind or nature whatsoever, of or by anyone whomsoever, in any way resulting
from, or arising out of, directly or indirectly, the performance or work by the Parties under this Grant
Agreement which infringes upon any patent, trademark, or copyright protected by law.
12. Electronic Signatures and Electronic Records. This Grant Agreement, and any other documents
requiring a signature that are related to this Grant Agreement, may be signed electronically in the manner
specified by the Parties. The Parties agree not to object to the admissibility, legal effect, or enforceability
of this Grant Agreement or any document related thereto in the form of an electronic record, or a paper
copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the
ground that it is an electronic record or electronic signs to or that it is not an original.
13. Assignment, Successors and Assigns: Neither Party may transfer, delegate or assign this Grant
Agreement, or its rights or obligations hereunder, without the ritten consent of the other Party. If
this Grant Agreement is properly assied, then it will bind and nefit the successors Ad assigns of the
Parties. Any assignment in violation of this Par. •raph will be v d.
14. Signature Warranty. Each of the u
execute this Grant Agreem .
ents and ants that they are authorized to
15. Appropriations Limitation: All expenditures b Grantee un. er this Grant Agreement are subject
P Y g J
to appropriations by Grantee's City Council. Conseq'ently, this Grant Agreement shall bind Grantee
only to the extent that it appropriates sufficient funds to perform its obligations hereunder.
[The balance of this page is intentionally left blank. Signature page to follow.]
Version: July 2025 5
The Parties have executed this Grant Agreement as of the Effective Date.
GRANTOR:
THE RECYCLING PARTNERSHIP, INC.
By:
Name: Charlotte Pitt
Title: VP, Community Development
Date:
GRANTEE:
CITY OF MIAMI
By:
Name:
Title: _
Date:
Version: July 2025 6
Attachment A: Work Plan
a. Background. Grantee provides service to approximately 60,000 single-family households with
Grantee -operated sanitation services, including biweekly recycling. Grantee delivers collected recyclables
to Waste Management' s Pembroke Pines Materials Recovery Facility (the "MRF"). With rising costs and
a current contamination rate of 29.6%, Grantee projects handling around 2,500 tons of recyclables in 2025.
b. Project Description. With the support of Cash Grants and In -Kind Services from Grantor, Grantee
will implement a robust outreach initiative using direct -to -resident engagement tactics to increase
recycling participation and reduce contamination in a seleced area of the city. This effort will use targeted
community engagement to support behavior changeod improve program outcomes at up to 20,000
dr
households as a proof -of -concept project.
c. Measurement Plan. Grantee will implemen a syste to track monthly tonnage data for
municipal solid waste and curbside recyclables genera , a ected from, households eligible for
f
curbside recycling. Where feasible, Grantee will also monito recycling set -out rates and monthly
contamination levels of recyclable materials from these households. It is further possible, but not required,
that Grantor may present Grantee with the opportunity to collaborate in a study funded by Grantor to
assess pre- and/or post -implementation capture rates for individual recyclable materials, customer surveys
and/or focus groups to a nderstand c munity understanding and support for recycling services. Such a
study, if conducted, e plannecollaboration wh Granted Grantee's partners, and Grantee
will have access to result is meement work
d. Project Budget. The amounts set fort in Olt table below represent Grantor' s intended distribution
of Cash Grants pursuant to this Grant Agreement:
1
Grant Element
Description
Grant
Amount
Education and I
Outreach Support
Print and digital outreach to conduct robust engagement with
households
$235,000
Total:
$235,000
In addition to Cash Grants, Grantor shall provide In -Kind Services for the purpose of supporting the
Project through the provision of technical support for strategic planning, program assessment, program
implementation, measurement activities, and recycling education and outreach including graphic design
customization. The anticipated In -Kind Servies, and the projected value of such services, are as follows:
Description of In -Kind Services
Projected Value
Access to Grantor's educational campaign materials
Up to $100,000
Version: July 2025
7
Dedicated technical assistance and outreach campaign design support from
Grantor's staff
Up to $25,000
Total
Up to $125,000
All costs associated with Project implementation beyond the Cash Grants and In -Kind Services from
Grantor will be the responsibility of Grantee. It is understood by the Parties that Grantee may combine
Cash Grants with local funding as well as grant funding from other sources to fund the Project. It is also
understood by the Parties that actual expenses may vary dependina variety of factors, including the
actual expenses associated with Grantee's education and outreach efforts. Upon the mutual written
agreement of the Parties, the final allocation of Cash Grant ay be adjusted among expense categories.
The actual amount of Cash Grants paid by Grantor will sed on reimbursement for actual Allowable
Expenditures pursuant to Section 5 of this Grant Ag t. Notwithstanding anything contained herein,
the total amount of Cash Grants shall not ex e amount specified in Section 4 of this Grant
Agreement.
e. Grantee Engagement. Grante`will commit sufficient sttime and resourc or the planning,
implementation and management of the Project, including but not limited to (a) reviewing and approving
Grantor -designed educational materials;*developing and implementing a an education program that
includes the use of Grantee's website, digital content, and supported events; (c) producing and distributing
educational materials;
measurement data; (e
support as the Project r
f.
ing research and program analysis through the reporting and
rantor funded measureme 'vities; and (f) providing additional
Public Education and Outreach Campaign. Grantee will work closely with Grantor to develop
and inlement an effective education and outreach campaign, utilizing the approach outlined herein.
Technical and design support will be provi ed by Grantor as set out in the Grant Agreement. Grantee will
work closely 'th Grantor to maximize educational efforts and materials developed during this
campaign. The s mutually agre to leve ge industry best management practices and available data,
such as contamina and particip on rates among residential households through time, to track the
efficacy of the campaign and adjust e strategy in response to observed changing residential behaviors.
At a minimum, this educational effort will focus on informing residents on what is acceptable and not
acceptable to reduce contamination and increase capture of clean recyclables. The educational effort will
target 20,000 households in the Grantee' s service jurisdiction and will, at a minimum, utilize the following
supporting tools:
i. Four (4) direct to resident cart tags or mailers with messaging about proper recycling (top issues
contamination and a magnet, plus additional outreach through digital and other existing Grantee
outlets);
Version: July 2025 8
ii. Other tactics as locally available, and agreed upon by the Grantor and Grantee;
iii. An update to Grantee's website to align with direct to resident communication; and
iv. Other tactics as determined by Grantor.
In addition, and as agreed by the Parties, outreach efforts may be expanded to include one or more of the
following:
• Public activation event to drive citizen engagement in re
• Language translation services;
• Social media boosting;
• Paid advertisements; and/or
• Other strategies determined by the Parties
cling;
g. Graphic Design Edits. Grantor will work wirantee to customize ed ational materials to fit
the needs of Grantee's campaign for the Project in accordance with the timeline established by the Parties.
Grantor will provide two (2) rounds bf edits to the graphic design of campaign materials. Additional
rounds of editing on graphic design materials may be provided upon the mutual agreement of the Parties.
Grantee must provide at least five (5) days' written notice to Grantor's primary contact for any edits or
changes to educational materials that are to be reviewed by tor. If calintee uses a third -party for the
design of education 1 outreach materials, Grantor will 'coo
ith such third -party by providing
access to Grantor's t000s, artwork, and images for use by such thir. -party in accordance with the Grant
Agreement. Grantor will n44 however, provide customized design services to such third -party. Print
buying and approvals are the sole responsibility of Gran* unless otherwise agreed upon by the Parties.
Grantee shall have all publications produced as a result of this Grant Agreement printed double -sided on
recycled -content paper with a minimum of thirty percent (30%) post -consumer recycled content.
h. Logoe. During the Grant Period, Crantee shall use Grantor's logo with the phrase "Funded
in part by" on all materials associated with the Project, unless otherwise agreed by the Parties or prohibited
by applicable law. Grantee hereby agrees that if the Project is funded by one or more funders in addition
to Grantor, then, in addition to Graor's logo, such funders may also require acknowledgment by Grantee
in communications, educational and/or outreach materials, including the "Funded in part by" language,
and the use of such funder's logo(s). Prior to use, Grantor requires proof review and approval of any
campaign materials developed by Grantee or a third -party that uses campaign images, graphics, or logos
of Grantor and any of its funders. Upon receipt of materials for review, Grantor agrees to review proofs
and provide feedback within ten (10) business days, or it shall forfeit the right to require the use of its
logo, and the logos of any of its funders and associated use of the "Funded in part by" phrasing. Grantor
Version: July 2025 9
understands that under no circumstances may Grantee appear to be endorsing or advertising on behalf of
a private business.
i. Anticipated Timeline. The Parties agree to develop and maintain a detailed project timeline,
setting periodic milestones for the implementation of the Project. The anticipated key dates in the Project
are as follows:
i. November 2025 — Grantee onboarding
ii. November 2025 to February 2026 — Grantee collaborates with Grantor to start developing outreach
materials and agree upon the timeline and marketing plan.
iii. March 2026 — Campaign begins.
iv. March 2026 to May 2026 — Project deploys
v. June 2026 — Project Complete
vi. July 2026 to January 2027 - Project team _Fors post -Project data t if changes continue and
provides Final Report.
The Parties acknowledge the difficulty predicting the exact dates for implemenof the various
elements of the Project. Accordingly, the above dates are intended as milestones, with the understanding
that if unanticipated changes or delays in the scheduleoccur, the's may revisit the timeline and adjust
the schedule as necessary for the successful implementation of the Project, including an extension of the
Grant Period as needed.
j. Reporting and Additional Post -Award Requirements. Grantor's provision of the Cash Grants
and In -Kind Services contemplated herein is expressly conditioned upon Grantee's satisfaction of
following reporting requirements:
i. -9. Within fi (15) of the Ef e tive Date, Grantee shall provide Grantor with an
nternal Revenue ice b W-9, Request for Taxpayer Identification Number and
Certifibation, signed and dated in . - current year.
ii. Baseline bata. In order tb establish a baseline for measurement of Project success, Grantee
shall provide Grantor with monthly solid waste and recycling tonnage data (if any) for at least
the twelve (12) month period immediately preceding Project commencement (the "Baseline
Period"). If such data is not available, Grantee agrees to work with Grantor to develop
estimates of solid waste and recycling tonnage data for the Baseline Period.
iii. Quarterly Reports. Until the end of the Grant Period, or the one (1) year anniversary of
Project implementation, whichever is later, Grantee shall deliver quarterly reports containing
monthly solid waste and recycling data. Such quarterly reports shall be submitted electronically
via a reporting system and format established by Grantor.
iv. Solutions Hub. Grantee shall establish a profile in Grantor's Recycling Program Solutions
Version: July 2025
10
Hub (the "Solutions Hub") and a representative of Grantee shall become a verified
representative for Grantee's jurisdiction within the Solutions Hub. Access to and use of the
Solutions Hub is provided at no cost to Grantee. Upon execution of this Grant Agreement,
Grantee shall complete the general information section of Grantee's community profile, update
information in the Solutions Hub for Grantee's current recycling efforts (if any), and submit
recycling data for the Baseline Period into the Solutions Hub. Finally, to aid in the tracking of
the long-term impacts of the Project, for a period of five (5) years following the end of the
Grant Period, Grantee shall update its profile and report' i. . lly regarding its recycling efforts
in the Solutions Hub. Grantor may, in its sole discretion,`eliminate Grantee' s cost-free access
to the Solutions Hub at any time. In the event of such access termination, Grantor shall provide
Grantee with an alternative reporting mechanism that is no more burdensome than the
Solutions Hub, and Grantee' s reporting obligations shall continue.
v. Final Report. No less than thirty (30) days prior to the end of the Grant Period, Grantee shall
submit a draft final report (the "Final Report") to Grantor for review. Grantor will provide
Grantee with the required format for the Final Report. in fourteen ays of receipt of
the draft Final Report, Grantor shall provide feedback t Grantee, including cessary changes
and points of clarification. Grantee shall then incorp , any such revisions and submit a fully
iiireviewed and approved Final Report within sixty (60) ays of the end of the Grant Period.
Version: July 2025
11