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HomeMy WebLinkAboutFiscal Sponsorship Agmnt - Kingsley Neighborhood Assoc-10/9/2017WATERLOO COMMUNITY FOUNDATION Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Fiscal Sponsorship Agreement with Kingsley Neighborhood Association and the City of Waterloo for Prospect Blvd Tree Project The Waterloo Community Foundation ("Foundation") has determined that financial support of the Prospect Blvd. Tree Project ( PBTR) by and between the Kingsley Neighborhood Association (KNA) in Waterloo, Iowa and the City of Waterloo, Iowa ("City), as shown in the attached prospectus (referred to as Exhibit A), will further the Foundation's tax-exempt purposes. Therefore, the Foundation has created a restricted fund designated for PBTR and decided to grant all amounts that it may deposit to that fund, less any administrative charge as set forth below, to the City for the PBTR, subject to the following terms and conditions: 1. The City and KNA will provide its governing documents, a completed IRS Form SS -4, and/or other documentation satisfactory to the Foundation, showing their existence as a tax exempt organization. 2. The City and KNA will use the grant solely for the PBTR described in the accompanying documents and solely in accordance with the approved PBTR budget. The City and KNA will repay to the Foundation any portion of the amount granted which is not used for the PBTR. Any changes in the purposes for which grant funds are spent must be approved in writing by the Foundation before implementation. If the City or KNA breaches this Fiscal Sponsorship Agreement ("Agreement"), or if the City and KNA conduct of the PBTR jeopardizes the Foundation's legal or tax status, the Foundation may withhold, withdraw, or demand immediate return of grant funds. Any intangible property obtained or created by KNA as part of the PBRR will remain property of KNA. 3. The City and KNA may solicit gifts, contributions and grants to the Foundation, earmarked for the Foundation's restricted fund for the PBTR (the "Fund"). The City and KNA's choice of funding sources to be approached and KNA's fundraising and marketing materials are subject to the Foundation's prior approval. All grant agreements, pledges, or other commitments with funding sources to support the PBTR via the Foundation's restricted fund will be executed by the Foundation. The cost of any reports or other compliance measures required by such funding sources will be borne by KNA. 4. The Foundation will assess administrative and investment management fees against the Fund in accordance with the Foundation's published fee schedule, as amended from time to time. The Foundation may also assess the Fund to cover any unusual expenses incurred in connection with the administration of the Fund. Fiscal Sponsorship Agreement Page 2 5. Nothing in this Agreement will constitute the naming of KNA as a Foundation agent or legal representative for any purpose whatsoever except as specifically and to the extent set forth herein. This Agreement will not be deemed to create any relationship of agency, partnership, or joint venture between the parties hereto, and KNA will make no such representation to anyone. 6. KNA and the City shall submit a full and complete report to the Foundation as of the end of KNA annual accounting period within which any portion of this grant is received or spent. The initial report will be submitted by KNA and the City no later than sixty days after the end of KNA's first such fiscal year and subsequent reports, if any, will be due on each anniversary thereafter. The report will describe the KNA and City charitable programs conducted with the aid of this grant and the expenditures made with grant funds, and will report on the KNA and City compliance with the terms of this grant. 7. This grant will not be used in any attempt to influence legislation within the meaning of IRC § 501(c)(3). No agreement, oral or written, to that effect has been made between the Foundation and KNA and the City. KNA nor the City will not use any portion of the funds granted to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with IRC § 501(c)(3). 8. KNA and the City will notify the Foundation immediately of any change in (a) KNA legal or tax status, and (b) KNA executive or key staff responsible for achieving the grant purposes. 9. The Fund is a component fund of the Foundation and its assets are assets of the Foundation. The Fund is subject to the Foundation's governing instruments including the Foundation's power to modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specified charitable purposes or to specified organizations if in the sole judgment of the governing body (without the necessity of the approval of any participating trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community or area served. 10. KNA and the City will allow the Foundation to review and approve the content of any proposed publicity concerning the PBTR prior to release and recognize the Foundation in all publicity materials related to the funded PBTR or program. 11. KNA and the City will allow the Foundation to include information about this grant in the Foundation's periodic public reports, newsletter, news releases, social media postings, and on the Foundation's website. This includes the amount and purpose of financial support provided to the PBTR, any photographs provided to the Foundation, any logo or trademark belonging to the PBTR, and other information and materials about the Project. 12. KNA and the City hereby irrevocably and unconditionally agree, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Foundation, its officers, directors, trustees, employees and agents, from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of KNA or the City, its employees or agents, in applying for or accepting the grant, in expending or applying the funds furnished pursuant to the grant or in carrying out the program or PBTR to be funded or financed by the grant, except to the extent that Fiscal Sponsorship Agreement Page 3 such claims, liabilities, losses or expenses arise from or in connection with any act or omission of the Foundation, its officers, directors, trustees, employees or agents. 13. This Agreement will be governed by and construed in accordance with the laws of Iowa. This Agreement will supersede any prior oral or written understandings or communications between the parties and constitutes their entire agreement of the subject matter hereof. This Agreement may not be amended or modified, except in a writing signed by both parties. 14. This agreement shall terminate on June 30, 2018, the PBTR completion date. IN WITNESS WHEREOF, the parties have executed this Fiscal Sponsorship Agreement effective as of DG- mob- ' `1 , 2017. WATERLOO COMMUNITY FOUNDATION By: VICE P>KES.1ENrT.. G/EOF GRIMES DATE: 9 ( l / l /«/ 7 KINGSLEY NEIGHBORHOOD ASSOCIATION BY: 'ItbaLIND DATE: f CITY OF WATERLOO By: s i o—Y\ ACV MAYOR QUENTIN QUENTIN HART DATE: t`)/LV (1 ATTEST: CITY CLERK KEL DATE: Y FELCHLE ' 71u 7 Fiscal Sponsorship Agreement Page 4 Exhibit "A" In addition to the above Fiscal Sponsorship Agreement by and between the Kingsley Neighborhood Association and the City of Waterloo for Prospect Blvd Tree Project, Exhibit "A" describes the roles and responsibilities of all three parties related to completion of the Prospect Blvd. Tree Project. This partnership agreement includes the Waterloo Community Foundation, the City of Waterloo, and the Kingsley Neighborhood Association and ends on July 1, 2018. The project is necessary due to the anticipated removal of 55 ash trees within the boulevard of Prospect Blvd. (due to the Emerald Ash Borer invasion) and neighborhood efforts to fund tree replacement in their neighborhood and more specifically within the publically owned, grassy center median of Prospect Blvd (but NOT the publically-owned land between the curb line and property line), approximately between W. 4t11 Street and Ridgeway Avenue. Neighborhood efforts are directed to fundraising for tree replacement, due to the City of Waterloo's lack of funding for tree replacement within the project area. Project Area: the publically owned, grassy center median of Prospect Blvd, approximately between W. 4tl' Street and Ridgeway Avenue in the City of Waterloo, Iowa. Estimated Project Cost: $15,000 (based on estimated purchase price of $250 per tree x 55 trees, plus small contingency) Project Timetable: 1. August 29, 2017 -- Hold Neighborhood Meeting at Byrnes Park Clubhouse 2. September 15 to December 31, 2017 -- Fundraising occurs for project 3. October 1 to December 31, 2017 — City removes trees from boulevard of Prospect Blvd. 4. January 1 to January 31, 2018 — City Forester places tree order for "Boulevard Only Trees" with nurseries 5. March 15 to May 1, 2018 — Volunteers plant boulevard of Prospect Blvd. 6. June 30, 2018 — project completed Partner Responsibilities: 1. City of Waterloo: a. Select ash trees subject to removal b. Remove selected trees during Fall/Winter of 2017 c. Order trees for boulevard, based on balance of available donated funds d. Support volunteers in their 2018 spring planting efforts e. Provide Foundation with invoice detailing costs of purchased trees. Fiscal Sponsorship Agreement Page 5 2. Kingsley Neighborhood Association: (lead by Tim Lind, Tom Lind, Jim Lind and Rick Smith) a. Demonstrate and model the willingness of Kingsley Neighborhood to work together and address an issue b. Implement project plan c. Solicit funds for tree replacement d. Organize volunteers to plant trees, water and care for trees after planting occurs e. Serve as liaison with City Forestry department on neighborhood concerns and questions f. Encourage homeowners to acquire replacement trees g. Regularly communicate with neighbors via their neighborhood web site. 3. Waterloo Community Foundation a. Act as fiduciary of all donated funds, including establishing a project -specific savings account b. Report donation totals prior to city's placement of tree order c. Acknowledge donor gifts greater than $100 d. Remit invoiced amount to the city for trees purchased for boulevard e. Disperse any remaining funds in account to City of Waterloo upon project completion (June 30, 2018).