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HomeMy WebLinkAboutSubstitution Memo from City ManagerTO: The Honorable Mayor and City Commission FROM: Emilio T. City M ager CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM DATE: Friday, May 04, 2018 FILE. SLBJECT: Substitution Memo — 5/10/18 Agenda Ph.12 Summer Youth Employment Program Expansion 2018 REFERENCES: File Id 3993 ENCLOSURES: Revised Exhibit Attached is a revised Exhibit (agreement) for Item PH -12 re: Accept Funds -Summer Youth Employment Program Expansion 2018 scheduled on the May 10, 2018 City Commission Agenda. The Exhibit has been revised to reflect the correct and final version. Should you have any questions, please do not hesitate to contact Assistant Director, William Porro directly. a � '[ +y �J �l7j v n '[ �J rri C43 �+ 0 Cities for FINANCIAL EMPOWERMENT Fund GRANT AGREEMENT This Grant Agreement (the "Agreement'), dated as of March 1, 2018 (the "Effective Date") is by and between the Cities for Financial Empowerment Fund, Inc. (the "CFE Fund"), a Delaware non -stock, non-profit corporation qualified as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the City of Miami, a Florida municipal corporation, whose principal address is 3500 Pan American Drive, Miami, Florida 33133, acting through its City Manager (hereinafter referred to as "Municipal Grantee"). WHEREAS, the CFE Fund works to support municipal engagement to improve the financial stability of low and moderate income households by embedding financial empowerment strategies into local government infrastructure (the "Purposes"). WHEREAS, the CFE Fund has determined that the support of the Municipal Grantee in the work contemplated by this Agreement furthers the exempt purposes of the CFE Fund. WHEREAS, the Municipal Grantee has agreed to use the funds provided by this Agreement (the "Grant") to support the Purposes by managing the implementation and operation of the activities for Summer Jobs Connect ("the Program") set forth in Exhibit A (the "Scope of Work"). WHEREAS, the CFE Fund, the Municipal Grantee desires to enter into this Agreement to provide for the terms and conditions of the Grant and the Program. NOW, THEREFORE, the CFE Fund, the Municipal Grantee agrees as follows: 1. Grant. The CFE Fund pledges and agrees to provide the Municipal Grantee a Grant in the form of cash or cash equivalents in an amount not to exceed $367,500 THREE HUNDRED SIXTY-SEVEN THOUSAND AND FIVE HUNDRED DOLLARS. Grant funds will be paid electronically in U.S. Dollars no sooner than what is laid out in the Grant Payout Schedule in Section 6(c). 2. Use of Grant. The Grant is to be used only for the purposes outlined in the Scope of Work and in accordance with the specific allocations identified in the Grant budget included in Exhibit B_ (the "Grantee Budget"). The Municipal Grantee must obtain the prior written consent of the CFE Fund before engaging in any work that is beyond the Scope of Work and the 44 Wall Street, Suite 605 1 New York NY l000� I www.cfefun.d_org failure to obtain such consent shall invalidate any obligation of the CFE Fund to pay any invoices for such work. 3. Term. (a) This is a 12 month grant. The Grant term will begin as of the Effective Date and end on February 28, 2019. Any funds not used by the end of the Grant term toward the purposes of this Grant will be returned to the CFE Fund within thirty (30) days after the end of the Grant term unless otherwise agreed upon by both parties in writing in advance. (b) This Agreement may be terminated at any time prior to its scheduled termination as set forth above: (i) By either the CFE Fund, the Municipal Grantee without cause by giving the other party sixty (60) days prior written notice; (ii) Immediately by a non -breaching party following a material breach of this Agreement by the other party and the expiration of a ten (10) day "cure" period after the non -breaching party shall have given notice to the breaching party of such breach; or; (iii) Immediately by the CFE Fund when its objectives can no longer be advanced through the relationship set forth in this Agreement including, without limitation, by the Municipal Grantee's administration of any Vendor work as it relates to the Scope of Work. (c) If the Agreement is terminated by any party for any reason, CFE Fund will have no further obligation to make any payments to the Municipal Grantee, except for work already completed but not yet paid for prior to the termination; provided, that (i) such work is within the Scope of Work or (i) if such work is beyond the Scope of Work, the prior written consent of the CFE Fund has previously been obtained. 4. Vendor(s). (a) A Vendor shall be defined for purposes of this contract as a community-based 501(c)(3) organization, governmental organization or private entity engaged by the Municipal Grantee to support the implementation of the Program.. (b) The CFE Fund hereby appoints the Municipal Grantee as its sole and exclusive agent with respect to any Vendor(s). Each Vendor may rely upon the direction and instruction of the Municipal Grantee. 2 (c) For a period of three (3) years and a day following the expiration of the Grant term, the Municipal Grantee shall keep and maintain accurate books, records, and accounting documentation of each Vendor's performance under the Scope of Work and shall make such records available for inspection by the CFE Fund and/or its auditors upon prior reasonable notice to such effect. 5. Conditions of Disbursement of Grant. (a) Municipal Grantee shall be eligible to receive funds upon the fulfillment of the following condition: (i) Receipt by the CFE Fund of a countersigned copy of this Agreement, which includes Scope of Work and Municipal Grantee Budget. Budget should be a detailed, line -item projected accounting of all Program costs. (b) Disbursements of the Grant shall be subject to the fulfillment of the following conditions: (i) Timely receipt of all Municipal Grantee reports and Financial Reporting in accordance with Exhibit C - Reporting Template. (ii) Satisfactory performance of this Agreement in accordance with the Scope of Work. (iii) The Municipal Grantee covenant that it shall take no action, omit to take any action, or engage in any activity that could impair or endanger, either directly or indirectly, the CFE Fund's exempt status under the Internal Revenue Code, or which could hinder the CFE Fund's ability to fulfill its charitable mission. (iv) The Municipal Grantee shall review each invoice submitted by Vendor(s) for the performance of services in light of the purposes as expressed in the Request for Proposal and Scope of Work, and shall promptly furnish the CFE Fund with copies of vendor invoices or other such proof of services provided pursuant to this contract, when requested. (c) Grant Payout Schedule: The total grant will be split into three payments. (i) Initial 90% of funds for payment to the Municipal Grantee ($330,750) will be available upon execution of contract and receipt of detailed line -item projected accounting. (ii) Additional 5% of funds to the Municipal Grantee ($18,375) will be available upon receipt of interim report, and detailed invoices reconciling how first 90% of funds was spent as well as refined detail budget for last 10%. 3 (iii) Final 5% of funds to the Municipal Grantee ($18,375) will be available upon receipt of final report and documentation of all project spending projected in detailed line -item accounting (including attachments). (iv) All funds will be electronically transferred. 6. Payment of Grant. Subject to the fulfillment of the conditions set forth in Section 6: (a) The CFE Fund may increase the Scope of Work and corresponding outcome requirements and make concomitant payment adjustments as funds become available to expand services. Any increase in the Scope of Work and subsequent outcome goals would be made in consultation with and at the option of the Municipal Grantee. (b) Services provided by the Municipal Grantee to clients beyond the Grant term shall not be within the Scope of Work under this Agreement and shall not be included in the Grant. Initial here (c) Municipal Grantee acknowledges that the CFE Fund will be making one or more electronic grant payments, and that William Porro, Assistant Director, wporro@miamigov.com is authorized to enter the Municipal Grantee's appropriate routing and account number into CFE Fund's payment system (bill.com). The first time the Municipal Grantee uses the system, the Municipal Grantee's fiscal staff will create an account to enter the Municipal Grantee's appropriate bank routing and account number. The fiscal staff will ensure that account information in system is accurate. (d) The CFE Fund's ability to pay out this Grant is dependent on the timely receipt of Grant funding from institutional Grantors. In the event that the CFE Fund has not received sufficient or timely funding from these Grantors, the CFE Fund may elect to postpone, reduce, or eliminate this Grant prior to disbursement. 7. Covenants. During the term of this Grant, the Municipal Grantee is expected to adhere to the terms and conditions below and outlined in Exhibit B - Scope of Work. Failure to adhere to these conditions will constitute an act of default and result in the return of part or all of the Grant funds to the CFE Fund and the termination of any obligation of the CFE Fund to pay subsequent invoices submitted after such default. In such a case, the CFE Fund will determine in its sole and absolute discretion the percentage of the Grant to be returned. Cessation or reclamation of Grant funding by the CFE Fund may also result in the Municipal Grantee's elimination from consideration for investment from the CFE Fund in any other form. In the event that the CFE Fund terminates the Grant as provided herein, the Municipal Grantee shall return Grant funds to the CFE Fund within the time period specified by the CFE Fund upon termination. During the Grant term and beyond as applicable, the Municipal Grantee under this Agreement agrees to: M (a) Coordinate the overall implementation of the program with respect to the Scope of Work. The Municipal Grantee will oversee and direct the work of all partner organizations with respect to the Scope of Work and a proposal, if any, including nonprofit, referral, integration and training partners. In particular, the Municipal Grantee will monitor and manage any Vendor(s) to ensure proper implementation in conformance with the Scope of Work and ongoing model fidelity and will serve as the main point of contact with the CFE Fund. (b) Adhere to the uses of the Grant detailed in the Request for Proposal. (i) This Grant is made only for the purposes of implementing the Scope of Work and this Agreement. Any Grant funds not expended or committed for these purposes within the Grant term will be returned to the CFE Fund. Any prospective changes in the use of this Grant totaling over five (5%) percent of the total Grant amount or over twenty-five (25%) percent of any individual budget line must be submitted in writing to and approved by the CFE Fund. (ii) In addition, the Municipal Grantee is expected to meet the milestones and outcomes stated in the Scope of Work within the specified timeframe and in accordance with the Grantee Budget. The Grantee is also responsible for ensuring that any Vendor(s) achieve the milestones and outcomes stated in its proposal. Any material changes in the Municipal Grantee's milestones, outcomes or timeframe should be reported to the CFE Fund at the earliest reasonable opportunity. The CFE Fund will decide in its sole and absolute discretion whether any delays in meeting milestones or outcomes constitute a violation of this covenant, and thus an event of default. (iii) The Municipal Grantee will provide immediate written notification to the CFE Fund if significant changes or events occur during the term of the Grant which could potentially impact the progress or outcome of the Grant, including, without limitation, changes in the Municipal Grantee's management personnel, loss of funding or other extenuating circumstances which could affect the Grant budget. The CFE Fund, in its sole and absolute discretion, will determine if requests for budget modifications are warranted. (c) Cooperate in the monitoring, evaluation and reporting of work, as detailed in Exhibit B - Scope of Work. (d) Adhere to the CFE Fund financial compliance stipulations. (i) The Municipal Grantee will maintain financial records to account clearly for the Grant funds from the CFE Fund and proper expenditures in furtherance of the Grant. The Municipal Grantee shall retain and maintain adequate records to substantiate such expenditures according to generally accepted accounting practices. The Municipal Grantee shall retain original substantiating documents related to the specific Grant expenditures and make these records available to the CFE Fund upon request. (ii) The CFE Fund reserves the right to audit the Municipal Grantee's financial and other records to ensure the proper utilization of its Grant funds. During and at least three years and one day following the end of the Grant term, the Municipal Grantee will be expected to maintain records showing, separately from other accounts kept in its books and records, the receipt and expenditure of the CFE Fund Grant funds. (e) Adhere to the CFE Fund's marketing and communications guidelines. (i) The Municipal Grantee agrees to adhere to the marketing and communication guidelines of the CFE Fund (as it may be amended, modified, supplemented or otherwise revised), and any Grant -relevant institutional investors, including Citi Foundation as provided by the CFE Fund and as applicable. The current form of the marketing and communication guidelines of the Citi Foundation are attached hereto as Exhibit E. (ii) The Municipal Grantee agrees to provide details about all Grant -related marketing and communication materials and events to the CFE Fund reasonably in advance to jointly determine appropriate branding opportunities for the CFE Fund and any relevant CFE Fund partners. The Municipal Grantee agree to acknowledge the CFE Fund and Citi Foundation in all Grant -related materials and events, including but not limited to websites, newsletters, media releases, public announcements, event invitations and programs. The CFE Fund will provide specific communication protocols including language for recognizing the CFE Fund in text and logo format. Municipal Grantee also shall provide to the CFE Fund final copies of all printed materials as part of the progress reports for the Program. (iii) Any Grant -related media interviews or public announcements intended for media or public purposes must be coordinated with and approved by the CFE Fund in advance. (v) The Municipal Grantee may not publicly announce the receipt of this Grant or its details until the CFE Fund and its institutional investors have made their official announcement. Prior to the official announcement, the Grantee should consult with the CFE Fund to develop language that may be used for the purposes of recruitment and other administrative purposes. (vi) Execution of this Grant agreement provides the CFE Fund and its institutional investors the right to disseminate any products, outcomes, or other information related to the Municipal Grantee's efforts in any media of its choosing. Whenever feasible, the CFE Fund will share these materials with the Municipal Grantee prior to publication and give appropriate credit to the Municipal Grantee as the provider of this information. The Municipal Grantee will be expected to cooperate in any public education or outreach effort undertaken in connection with this Grant, which may include other CFE Fund programs. (f) Adhere to the following prohibitions on the use of the Grant. Under no circumstances the Municipal Grantee, any Vendor or any other organization receiving the CFE Fund's Grant funds use these funds directly or indirectly for the following purposes or activities: (i) Make a Grant to an individual for travel, study or other similar purpose, as described in section 4945(d)(3) of the Code. (ii) Promote or engage in violence, terrorism, bigotry, or the destruction of any state, nor will it make sub -Grants to any entity that engages in these activities. (iii) Influence legislation, especially for the benefit of the CFE Fund or any of its affiliates or funders, including by publishing or distributing any statements, or any campaign in support of or opposition to any pending legislation. (iv) Any other purposes outside what is stated in the Scope of Work without express written permission from the CFE Fund. 8. Insurance. (a) Agreement to Insure. Unless determined inapplicable and/or unnecessary as evidenced in prior written approval obtained from the CFE Fund, the Municipal Grantee shall not commence performing services under this Agreement unless and until all insurance required by this Section is in effect, and shall ensure continuous insurance coverage in the manner, form, and limits required by this Section throughout the term of the Agreement. (b) Commercial General Liability Insurance. (i) The Municipal Grantee shall maintain Commercial General Liability Insurance covering themselves as the named insured and the CFE Fund as additional insured in the amount of at least One Million Dollars ($1,000,000) per occurrence. Such insurance shall protect the CFE Fund, the Municipal Grantee from claims for property damage and/or bodily injury, including death, which may arise from any of the operations under 7 this Agreement. The Commercial General Liability Insurance should also provide the CFE Fund, the Municipal Grantee with coverage against abuse or molestation claims that may arise from any of the operations under this Agreement. Coverage under this insurance shall be at least as broad as that provided by the most recently issued Insurance Services Office ("ISO") Form CG 0001 and must be "occurrence" based rather than "claims - made." (ii) Such Commercial General Liability Insurance shall name the CFE Fund, the Municipal Grantee, together with their officials and employees, as additional insureds with coverage at least as broad as the most recently issued ISO Form CG 20 10. (c) Professional Liability Insurance. (i) If the Municipal Grantee provides professional services pursuant to this Agreement for which professional liability insurance is reasonably commercially available, the Municipal Grantee shall maintain and submit evidence of Professional Liability Insurance appropriate to the type of such services to be provided under this Agreement in the amount of at least Five Million Dollars ($5,000,000) per claim. The policy or policies shall include an endorsement to cover the liability assumed by the Municipal Grantee under this Agreement arising out of the negligent performance of professional services or caused by an error, omission or negligent act of the Vendor or anyone employed by the Municipal Grantee. (ii) Claims -made policies will be accepted for Professional Liability Insurance. All such policies shall have an extended reporting period option or automatic coverage of not less than two (2) years. If available as an option, the Municipal Grantee shall purchase extended reporting period coverage effective on cancellation or termination of such insurance unless a new policy is secured with a retroactive date, including at least the last policy year. (d) Workers' Compensation, Disability Benefits, and Employer's Liability Insurance. The Municipal Grantee shall maintain, and ensure that each Vendor maintains, Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's Liability Insurance in accordance with the laws of the Florida on behalf of, or with regard to, all employees providing services under this Agreement. (e) Unemployment Insurance. To the extent required by law, the Municipal Grantee shall provide Unemployment Insurance for its employees. (f) Business Automobile Liability Insurance. (i) If vehicles are used in the provision of services under this Agreement, then the Municipal Grantee shall maintain Business Automobile Liability insurance in the amount of at least One Million Dollars ($1,000,000) each accident combined single limit for liability arising out of ownership, maintenance or use of any owned, non -owned, or hired vehicles to be used in connection with this Agreement. Coverage shall be at least as broad as ISO Form CA0001, ed. 10/01. (ii) If vehicles are used for transporting hazardous materials, the Business Automobile Liability Insurance shall be endorsed to provide pollution liability broadened coverage for covered vehicles (endorsement CA 99 48) as well as proof of MCS -90. (g) Cyber Liability Insurance. Without limiting any of the obligations or liabilities, the Municipal Grantee shall carry and maintain, at its own expense including any applicable deductibles or retentions, as long as respective, applicable statute of limitation or repose are in effect relating to the specific purposes of this Agreement, insurance policies of the kind and limits listed below and with insurers with an A.M. Best's Rating of not less than A -VII at all times. Accordingly, the Municipal Grantee will maintain the following insurance requirements: Cyber Liability insurance with limits of not less than One Million Dollars ($1,000,000) for each occurrence and an annual aggregate of One Million Dollars ($1,000,000) covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion and network security. Such coverage is required only if any products and/or services related to information technology (including hardware and/or software) are provided pursuant to this Agreement and for claims involving any services for which Municipal Grantee are engaged in connection with this Agreement with Insured for such length of time as necessary to cover any and all claims; provided, that the requirements in this clause may be waived if determined inapplicable and/or unnecessary as evidenced in prior written approval obtained from the CFE Fund. (h) General Requirements for Insurance Coverage and Policies. (i) All required insurance policies shall be maintained with companies that may lawfully issue the required policy and have an A.M. Best rating of at least A -VII or a Standard and Poor's rating of at least A, unless prior written approval is obtained from the CFE Fund and the Municipal Grantee. E (ii) All insurance policies shall be primary (and non-contributing) to any insurance or self-insurance maintained by the CFE Fund. (iii) The Municipal Grantee shall be solely responsible for the payment of own premiums for all required insurance policies and all deductibles or self- insured retentions to which such policies are subject, whether or not the CFE Fund is insured under the policy. (iv) There shall be no self-insurance program with regard to any insurance required under this Section unless approved in writing by the CFE Fund. Any such self-insurance program shall provide the CFE Fund with all rights that would be provided by traditional insurance required under this Section, including but not limited to the defense obligations that insurers are required to undertake in liability policies. (v) The limits of coverage for all types of insurance required under this Section shall be the greater of (i) the minimum limits set forth in this Section or (ii) the limits provided to the Municipal Grantee as named insured under all primary, excess and umbrella policies of that type of coverage. (vi) All insurance policies required pursuant to subsections (b) and (c) above shall contain an endorsement substantially in the form as follows: "This policy may not be cancelled, terminated, modified or changed for any reason other than non-payment unless thirty (30) days prior written notice is sent by the insurance company to the named insured and the CFE Fund. For non-payment, at least ten (10) days written notice must be provided." (i) Proof of Insurance. (i) For Workers' Compensation Insurance, Disability Benefits Insurance, and Employer's Liability Insurance, the Municipal Grantee shall file one of the following within ten (10) days of execution of this Agreement. ACORD forms are not acceptable proof of workers' compensation coverage: (A) C-105.2 Certificate of Workers' Compensation Insurance; (B) U-26.3 -- State Insurance Fund Certificate of Workers' Compensation Insurance; (C) Request for WC/DB Exemption (Form CE -200); (D) Equivalent or successor forms used by the New York State Workers' Compensation Board; or (E) Other proof of insurance in a form acceptable to the CFE Fund and the Municipal Grantee. 10 (ii) For each policy required under this Agreement, except for Workers' Compensation Insurance, Disability Benefits Insurance, Employer's Liability Insurance, and Unemployment Insurance, the Municipal Grantee shall file a Certificate of Insurance with the CFE Fund within ten (10) days of execution of this Agreement. All Certificates of Insurance shall be in a form acceptable to the CFE Fund and certify the issuance and effectiveness of such policies of insurance, each with the specified minimum limits and evidence of the compliance with the Additional Insured provisions of this Section, if applicable. All Certificate of Insurance shall be accompanied by either a duly executed "Certification by Broker" in the form attached to this Agreement or copies of all policies referenced in the Certificate of Insurance. If complete policies have not yet been issued, binders are acceptable, until such time as the complete policies have been issued, at which time such policies shall be submitted. (iii) Certificates of Insurance confirming renewals of insurance shall be submitted to the Municipal Grantee prior to the expiration date of coverage of policies required under this Section. Such Certificates of Insurance shall comply with the requirements of subsections (h)(i) and (h)(ii) above, as applicable. (iv) The Municipal Grantee shall provide the CFE Fund with a copy of any policy required under this Section upon the demand for such policy by the CFE Fund. (v) Acceptance by the CFE Fund of a certificate or a policy does not excuse the Municipal Grantee from maintaining policies consistent with all provisions of this Section (and ensuring that Vendors maintain such policies) or from any liability arising from its failure to do so. 0) Miscellaneous. (i) Where notice of loss, damage, occurrence, accident, claim or suit is required under a policy maintained in accordance with this Section, the Municipal Grantee shall notify in writing all insurance carriers that issued potentially responsive policies of any such event relating to any operations under this Agreement (including notice to Commercial General Liability Insurance carriers for events relating to the Municipal Grantee's own employees) no later than twenty (20) days after such event. Such notice shall be in substantially the following form and specify that "this notice is being given on behalf of the CFE Fund as additional insureds as well as the named insured." Such notice shall also contain the following information: the number of the insurance policy, the name of the named insured, the date and location of the damage, occurrence, or accident, and the identity of the persons or things injured, damaged or lost. The Municipal Grantee shall simultaneously send a copy of such notice to the CFE Fund. 11 (ii) The Municipal Grantee's failure to maintain any of the insurance required by this Section shall constitute a material breach of this Agreement. Such breach shall not be waived or otherwise excused by any action or inaction by the CFE Fund at any time. The Municipal Grantee shall be responsible for notifying the CFE Fund of any such failure to maintain any of the insurance required by this Section. Upon such notification, the CFE Fund shall have no further obligation to honor any invoice submitted by the Municipal Grantee. (iii) Insurance coverage in the minimum amounts required in this Section shall not relieve the Municipal Grantee of any liability under this Agreement, nor shall it preclude the CFE Fund from exercising any rights or taking such other actions as are available to it under any other provisions of this Agreement or law. (iv) The Municipal Grantee waive all rights against the CFE Fund, including its officials and employees for any damages or losses that are covered under any insurance required under this Section (whether or not such insurance is actually procured or claims are paid thereunder) or any other insurance applicable to the operations of the Municipal Grantee in the performance of this Agreement. 9. Non -Impairment Of Charitable Status. The Grantee covenants and agrees that it shall take no action, omit to take any action, or engage in any activity that could impair or endanger, either directly or indirectly, the CFE Fund's exempt status under the Internal Revenue Code, or which could hinder the CFE Fund's ability to fulfill its charitable mission. 10. Indemnification. (a) The CFE Fund shall indemnify, defend and hold harmless the Municipal Grantee, including Municipal Grantee, and its officers, employees and agents, from any and all claims, demands, costs, judgments or liabilities to which they may be subject because of any acts or omissions of the CFE Fund, its officers, directors or trustees, employees, agents, representatives, Vendors, or because of any negligence or fault of the CFE Fund, its officers, directors or trustees, employees, agents, representatives, or Vendors. This obligation shall survive and continue beyond any termination or expiration of this Agreement. (b) The Municipal Grantee shall indemnify, defend and hold harmless the CFE Fund, including its staff, and its officers, directors or trustees, employees and agents, from any and all claims, demands, costs, judgments or liabilities to which they may be subject because of any acts or omissions of the Municipal Grantee, or any of its employees, agents, representatives, or because of any negligence or fault of the Municipal Grantee, its employees, agents, and representatives. This obligation 12 shall survive and continue beyond any termination or expiration of this Agreement. (c) Each of the parties hereto shall take all steps necessary to ensure that its staff, officers or trustees, employees, agents, representatives, and vendors are covered under all insurance policies necessary to effectuate the provisions of this Section. 11. Confidentiality. All reports, information or data furnished to or to be prepared or assembled under this Agreement are to be held confidential, unless otherwise herein provided (including, without limitation, the terms and conditions set forth in Section 7(e) and the Scope of Work) or subject to disclosure by law. 12. Non -Assignability. The Municipal Grantee shall not assign, transfer, subcontract, convey or otherwise dispose of this Agreement or of its rights, obligations, responsibilities or duties hereunder, either in whole or in part, without the prior written consent of the CFE Fund. 13. Compliance with Anti -Discrimination Rules. In its use of Grant funds provided by the CFE Fund, and in the course of all development, marketing and operation activities, the Municipal Grantee shall fully comply with all applicable federal, state, local (and any other governmental), anti -discrimination laws, executive orders, rules and regulations. 14. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 15. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter of this Agreement and replaces and supersedes all prior agreements and understandings of the parties. This Agreement may be amended or modified only by a writing executed by the parties hereto. 16. Binding Agreement. Notwithstanding any other provision of this Agreement, the parties agree that this Agreement constitutes a legal, valid and binding agreement of each party, and is enforceable against each party in accordance with its terms. 13 17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. 18. Submission to Jurisdiction; Service of Process. (a) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY TO THIS AGREEMENT AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. (b) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, ON BEHALF OF ITSELF OR ITS PROPERTY, BY PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PARTY. NOTHING CONTAINED IN THIS SECTION 16 WILL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION. 19. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY RELEASES, WAIVES AND RELINQUISHES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR CAUSE 14 OF ACTION IN WHICH ANY OF THEM ARE PARTIES, WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: (I) THIS AGREEMENT; (II) ANY PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO THIS AGREEMENT; (III) ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS AGREEMENT; (IV) THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT; AND (V) THE ENFORCEMENT OF THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES ITS WRITTEN CONSENT THAT TRIAL BY JURY WILL BE WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION AND AGREES THAT EACH OF THEM WILL HAVE THE RIGHT AT ANY TIME TO FILE THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT IN WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION MAY BE PENDING AS WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. 20. Amendment. The CFE Fund shall consider, but is not obligated to agree to, requests by the Municipal Grantee to amend the terms of this Agreement. Amendments to this Agreement shall be made only after (i) the CFE Fund has received written request from the Municipal Grantee stating the nature of the amendment request, and (ii) the CFE Fund has executed a written agreement describing the terms of the amendment. 21. Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or other electronic means of communication, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. 22. Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by electronic mail, telefacsimile or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) at the respective party's address listed on Exhibit D - Notices or (b) at such other address as may be designated by written notice to the other party. 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 written. CITIES FOR FINANCIAL EMPOWERMENT FUND, INC. By: Date: ATTEST: By: Todd Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: Anne -Marie Sharpe, Risk Management Director Name: Jonathan Mintz Title: President and Chief Executive Officer CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION By: _ Name Title: : Emilio T. Gonzalez City Manager, City of Miami APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney GRANT AGREEMENT Fxhihit A Scope of Work 1. Core Elements of Summer Jobs Connect. The City of Miami will be responsible for: a) Identifying and tracking up to 100 job slots funded under this initiative within their operating SYEP youth employment program. b) Using these funds as a match to their existing Summer Youth Employment and Financial Empowerment Program to expand to other work sites within the City of Miami. c) Leverage existing funding to attract new funders to expand SPEP, which includes adding new sites beyond the City's departmental sites, with a goal of employing 225 young people. d) Working closely with financial institution partners to make at least one safe/affordable financial product available to the vast majority of all SYEP participants. SYEP program touch points should be designed to integrate account enrollment and direct deposit of payroll. e) Innovation Fund activities include, but are not limited to: Providing multiple one-on-one financial counseling sessions to SYEP participants by Financial Empowerment Center counselors, working with the DMV to offer ID creation at the point of bank account enrollment, providing incentives to youth to promote direct deposit, seeking additional funding for program to expand including sites outside of city's departmental sites, and integrating payroll options for the expansion. f) Actively participating in the CFE Fund's research and learning community efforts. g) Potentially facilitating and participating in the CFE Fund's site visit during the summer. h) Supporting CFE Fund communications efforts promoting the SIC initiative. i) Preparing and submitting timely reports and billing. 2. Summer Employment. The Grantee will use the CFE Fund grant to fund a total of 100 SYEP slots to low- and moderate - income youth. The CFE Fund will provide funding to support these job opportunities, which includes both wages and program administration costs and the use of a staffing agency for the added job slots and work sites. Funds may only be used to pay participants who are employed at: • nonprofit entities or governmental institutions, or • employers that are are for-profit companies but do not have the financial resources (such as micro- or small businesses). 3. Banking Access The City of Miami will build upon its successes from years 1-4 to help more SYEP participants access and use direct deposit, monitoring closely the quality of accounts offered to youth, advising the Parks and Recreation summer workforce program about how to advise its temporary employees about banking and direct deposit options. The City will implement banking access into SYEP by: • Providing resources at the orientations of all City SYEPscoordinating with the SIC program manager, financial empowerment counselors, financial institution partners, and department of motor vehicles, to make sure that all youth are provided the opportunity to open and utilize appropriate bank products. The DMV will set up a mobile on-site ID registration at the orientations. • Educating youth during orientation on the benefits of being banked and the pros and cons of a variety of bank accounts, ranging from national banks to local credit unions. 4. Financial Empowerment Innovation Fund The CFE Fund will provide support towards the Grantee's financial empowerment program. • Conduct two one-on-one sessions with each youth participant. After the SYEP's close at the end of summer 2018, the counselors will follow-up with each youth client multiple times either through in-person sessions or via email or phone. The counselors will complete an individualized coaching assessment of each youth participant after each session to document data and track outcomes. The counselors will focus on assisting youth to develop a regular saving practice and assist with productive money management behaviors. • Provide incentives to encourage savings. All youth who agree to participate in the creation of their personalized savings plan and maintain their accounts will receive a $25 gift card. The City will track to see if the desired income of increased savings is realized. • Leverage existing funding to attract new funders to expand SPEP, which includes adding new sites beyond the City's departmental sites, with a goal of employing 225 young people. • Investigate payroll options for expanded program. • Enhance and centralize the application system with new processing. 5. Evaluation The Municipal Grantee and Organizational Grantee must identify, track, and report on youth occupying the jobs slots funded by CFE Fund. The Grantee and its vendors will also document progress towards the outcomes as structured in Exhibit CReporting 6. Learning Community The CFE Fund expects full participation and attendance of both workforce and financial empowerment partners (or their designees as applicable) at learning community gatherings and phone calls for SIC grantees, including attendance at two in-person meetings held in the spring and in the fall of 2018. Municipal Grantee and Organizational Grantee will respond to requests from CFE Fund to share best practices with other Program Grantees. The CFE Fund also will have monthly, one-on-one check-in calls with each grantee city. 7. Media, Public Relations and Volunteerism Grantee will document the success of the program, focusing on financial empowerment achievements, throughout the year to communicate the progress and impact of SJC. To do so, the CFE Fund will compile data and stories from all of the participating cities. To prepare for both planned and ad hoc communication opportunities, Grantee will be expected to prepare and provide content to the CFE Fund that includes, but is not limited to: Social media participation: Youth ambassadors, along with the more general group of SJC participants will also be asked to share their thoughts on Twitter, using the hashtag #SummerJobsConnect and their city program's Twitter handle. Social media campaign: The CFE Fund will work with city partners to create content for a Twitter campaign that has both a city/program partner element and a youth voices element. City and program partners will be asked to participate in the campaign through their own programmatic Twitter, and will also be asked to promote youth participation in CFE Fund social media contests and activities. o City partner campaign: Cities and program partners will be asked to post content on Twitter weekly; if partners also have Instagram, they can use these channels as well. The CFE Fund will provide a social media calendar with sample tweets, but partners should also be prepared to create and post original content. All posts should use the #SummerJobsConnect hashtag. o Participant Campaign: Throughout the summer, the CFE Fund will run a number of incentivized contests where youth will be rewarded for sharing what SJC success has meant to them over Twitter. City partners are responsible for disseminating CFE Fund information about these contests and regularly encouraging participation in contests; city partners should also ensure that participants understand contests guidelines and requirements. City partners may choose to identify a cohort of Ambassadors who are encouraged to share social media content regularly, both for CFE Fund contests and independently. The Grantee will facilitate a City Leadership Communications Plan; in which the municipal partner will engage the Mayor in highlighting Summer Jobs Connect efforts, including in acknowledging the partnership and support received from the Citi Foundation and the CFE Fund. Grantee will engage in the following communications and marketing efforts, and share opportunities with CFE staff providing enough lead time to adequately ensure that Citi Foundation and CFE Fund can appropriately respond to request for staffing or quotes. City Leadership Communications Plan will include: • Disseminating a press release, before or during the summer on or about the week of June 11th, 2018, that acknowledges Citi Foundation and CFE Fund partnership, and includes a quote from Citi Foundation. The press release should come from the Mayor/Mayor's Office. (required) • Tweeting (required) a couple of times over the summer about Summer Jobs Connect, using the #SummerJobsConnect hashtag to: ■ Acknowledge @Citi Foundation for their support of the program, and ■ Reference/amplify the CFE Fund's Summer Jobs Connect Youth Voices Twitter campaign. • In addition, ONE or MORE of the following must also be included in the Grantee's city leadership communications plan: (required) o Holding a Mayoral press conference, or other event where Citi Foundation's support is acknowledged and a Citi representative has a speaking role. ■ If Summer Jobs Connect and the Citi Foundation's partnership will be recognized at otherwise organized mayoral events (thank you events, award presentations, summer kickoffs, etc), there should be an opportunity for a Citi Foundation representative to deliver remarks, and the CFE Fund must be given sufficient advance notice to identify the appropriate representative. ■ Cities must provide at least two weeks of advanced notice so Citi can identify an appropriate staff member to attend, and must coordinate with the Kelsey Bradley from CFE Fund (kbradley@cfefund.org) on event logistics in advance. o Publish a blog post or an op-ed about the SPEP, including a reference to Citi Foundation's support o Create a dedicated video or other media piece that recognizes Citi Foundation support, and sharing it on Mayor's and other City social media channels. o Create a photo opportunity for the Mayor, a representative from Citi, and SIC participants that can be shared with the CFE Fund and Citi Foundation and posted it on the Mayor's and other City social media accounts. ■ Ideally, this photo would be contextualized as SIC by perhaps taking place at a job site or other relevant location. ■ The photo opportunity may occur during a press conference that takes place at the beginning of the summer, and may be an opportunity to present a "big check." In addition, SIC grantees are expected to participate in and support CFE Fund and Citi Foundation communications and marketing opportunities, including but not limited to: • Press Office contact: By March 22, cities must identify a contact in the Mayor's Press Office or other appropriate office who can coordinate with CFE Fund staff when press inquiries arise. Contact information should be sent to Kelsey Bradley, kb radl eyn, cfefund. org. • Logos: Please add Citi Foundation logo liberally and send photos or links to uses of Citi logo to Kelsey Bradley at the CFE Fund. Note that the Citi Foundation requires that any grant recipient using Citi's logo on any collateral, including websites, will complete a Logo Consent Form, which will be provided by the CFE Fund. Exhibit B Grantee Budget 0 Cities for FINANCIAL EMPOWERMENT Fund SUMMER JOBS CONNECT - YR 5 (2018) City Name: Total Cost per Slot/Per # Slots Total Budget Summer Youth employment Payroll Costs for Participant Slots 100 $2,599 $259,875 Fringe benefits 100 $401 $40,093 Background screening 100 $30 $3,007 Administrative Costs for Participant Slots 100 $483 $48,300 Total employment proposal $351,275 Financial Empowerment Innovation Fund Proposal Financial Coach $5,000 Program Supplies $1,100 Transportation $10,125 Total Innovation Fund Proposal $16,225 TOTAL PROPOSAL $367,500 EYH1Brr B Exhibit C Reporting The Municipal Grantee is responsible for submitting progress reports using the CFE Fund's online grant portal. Financial Reporting The CFE Fund requires financial documentation of expenses paid for Summer Jobs Connect corresponding to the Municipal Grantee budget. Program Reports The CFE Fund will assign semi-annual program reports to track progress towards grant objectives and understand local Summer Jobs Connect accomplishments, challenges, and lessons learned. An overall Program budget, will also be expected. A total of two Program Reports will be completed throughout the Grant term. The interim report is due on July 24, 2018, and the final report is due on October 16, 2018. Outcomes to be tracked include the following: ExHIBl'r C 21}i � Estimated prc.SJ� Actuals actuals, hoer many youth :cru scfvad by your city's SYEP In total? how many youth am scfvad by the SYEP tha[yourageney oversees and manages? for how many youth did ttte city detcfmina banRiatg status (whelhof the youtli hats a hank account upon joining SYEP)? for how many youth did the city or itis contractors facilitate ep4ning a new banir account? ltaw mann youth had tho opticin {if direct dfWsifing thole summer ,day into a bank account? how many youth got messaging from the city of its contractors about setting up direct 118pnslt? how many youth actually received ME& pay via direct deposll:9 how many youth receiving DD spAt their dopusit into savings and transactions accounts? how many youth in SYEP rcceivod f nanc;ial education? ti,cw many youth who received financial education gpt spLacific massaging about hair to rise bankit;rodlt union accrunts or a cards to snininliae mx MsQs? h r many? (youngef� you who rftceived financial education gat -specific messaging about how to save, Including resisting tern taEl�n?' halo many 4 derj youth wfto received ftnandat outicatinn got specific messaging about coping skills for incomelexp-eristi ii,isrnatch? ExHIBl'r C Notices Cities for Financial Empowerment Fund, Inc. I-Hsing Sun Chief Program Officer Cities for Financial Empowerment Fund, Inc. 44 Wall Street, Suite 605 New York, NY 10005 Telephone: (646) 362-1634 Email: isun@cfefund.org Municibal Grantee William Porro Assistant Director City of Miami 444 SW 2nd Ave., Miami, FL 33130 Telephone: (305) 416-2181 Email: wporro@miamigov.com EXHll3H' D Exhibit D Exhibit E Citi Foundation Marketing guidelines EXHtBi,i, F