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HomeMy WebLinkAboutWaterloo Community Foundation - Fiscal Sponsorship Agmnt - 7/22/19Fiscal Spoons s s• Agreement Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 On , 2019, the Waterloo Community Foundation (Foundation) decided that financial support of the project described in paragraph 2 will further the Foundation's tax- exempt purposes. Therefore, the Foundation has created a restricted fund designated for such project, and has decided to grant all amounts that it may deposit to that fund, Tess any administrative charge as set forth below, to the City of Waterloo, IA (Grantee), subject to the following terms and conditions: 1. Grantee shall provide the Foundation with its governing documents, a completed and filed IRS Form SS -4 or other documentation satisfactory to the Foundation, showing Grantee's separate existence as an organization. 2. Grantee shall use the grant solely for the charitable purpose of the Waterloo Youth City Council which has been established to explore, communicate, and provide for the needs, problems, issues, and activities affecting the city's youth, solely in accordance with the approved project budget. All payments to Grantee are subject to Board approval. Grantee shall repay to the Foundation any portion of the amount granted which is not used for that project. Any changes in the purposes for which grant funds are spent must be approved in writing by the Foundation before implementation. If Grantee breaches this Agreement, or if Grantee's conduct of the project jeopardizes the Foundation's legal or tax status, the Foundation may withhold, withdraw, or demand immediate return of grant funds. Any tangible or intangible property, including copyrights, obtained or created by Grantee as part of this project shall remain the property of Grantee. 3. Grantee may solicit gifts, contributions and grants to the Foundation, earmarked for the Foundation's restricted fund for this project, which will all be considered gifts to the Foundation and acknowledged as such. Grantee's choice of funding sources to be approached and the text of Grantee's fundraising and marketing materials are subject to the Foundation's prior written approval. All grant agreements; pledges, or other commitments with funding sources to support this project via the Foundation's restricted fund shall be executed by the Foundation. The cost of any reports or other compliance measures required by such funding sources shall be borne by Grantee. 4. The Foundation will assess administrative and investment management fees against this 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. 5. Nothing in this Agreement shall constitute the naming of Grantee as an agent or legal representative of the Foundation for any purpose whatsoever except as specifically and to the extent set forth herein. This Agreement shall not be deemed to create any relationship of agency, partnership, or joint venture between the parties hereto, and Grantee shall make no such representation to anyone. 6. Grantee shall submit a full and complete report to the Foundation as of the end of Grantee's annual accounting period within which any portion of this grant is received or spent. The initial report shall be submitted by Grantee no later than sixty days after the end of Grantee's first such fiscal year and subsequent reports, if any, shall be due on the anniversary date of the initial report. The report shall describe the charitable programs conducted by the Grantee with the aid of this grant and the expenditures made with grant funds, and shall report on the Grantee's compliance with the terms of this grant. 7. This grant is not to be used in any attempt to influence legislation within the meaning of Internal Revenue Code (IRC) Section 501(c)(3). No agreement, oral or written, to that effect has been made between the Foundation and Grantee. 8. Grantee shall 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 Section 501(c)(3). 9. Grantee shall notify the Foundation immediately of any change in (a) Grantee's legal or tax status, and (b) Grantee's executive or key staff responsible for achieving the grant purposes. 10. The Fund created to support this project is a component fund of the Foundation and its assets are assets of the Foundation. The assets received into the Fund are under exclusive legal control 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. 11. Grantee shall allow the Foundation to review and approve the content of any proposed publicity concerning the sponsored project prior to its release and recognize the Foundation in all publicity materials related to the funded project or program, as specified in the grant notification letter. 12. Grantee shall 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 project, any photographs provided to the Foundation, any logo or trademark belonging to the project, and other information and materials about the project. 13. Grantee hereby irrevocably and unconditionally agrees, 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 Grantee, 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 project to be funded or financed by the grant, except to the extent that 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. 14. Either party may terminate this Agreement by giving 30 days' written notice to the other party. The foregoing notwithstanding, ifthe Foundation reasonably determines that its continued fiscal sponsorship of the Project may jeopardize the Foundation's tax-exempt status, the Foundation may terminate this Agreement immediately upon notice to Grantee. 15. In the event that the Foundation shall cease to exist or propose to merge with another similar organization then the Donor shall either consent to the action of the Foundation in writing or to cause the balance of the Fund to be transferred to another organization meeting the same requirements as may be imposed by the Internal Revenue Service for such Foundations. 16. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa applicable to agreements made and to be performed entirely within such Stata 17. This Agreement shall supersede any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be mended or modified, except in a writing signed by both parties hereto. IN WITNESS WHEREOF, the parties have executed this Fiscal Sponsorship Agreement effective on the day of , 2019. , Waterloo Community Foundation By: Dated: , Grantee By: Dated: Mayor, City of Waterloo EXHIBIT A Mission and Purpose The mission of the Waterloo Youth City Council is to explore, communicate, and provide for the needs, problems, issues, and activities affecting the Waterloo's youth. Proposed outcomes include: 1. Youth make a positive impact in their community and feel valued, 2. Youth develop to their full potential, 3. Youth attending leadership sessions increase knowledge and skills, and 4. Youth participating in community service and activities feel they have made a positive contribution to their community. Operations 1. Adult leadership, approved by the City of Waterloo, shall guide and support the group's activities. This shall include, but not be limited: a. Facilitate an application process that includes membership of all Waterloo high schools, b. Develop annual plan of work that supports groups' mission, c. Convene and facilitate regular meetings of the Youth Council, d. Recruit community partners that may assist with the group's work, e. Prepare annual budget that requires City of Waterloo approval (first year budget is attached as Exhibit B), f. Secure funding to support plan of work, g. Seek City of Waterloo approval for reimbursement requests, prior to submission to the Foundation for payment, h. Build community awareness of Youth City Council and its work, i. Annually evaluate program's eht�tjveness, and j. Regularly communicate with the Cty of Waterloo. 2. The Mayor's Youth City Council shall: a. Establish governing principles or by-laws to guide lits work, b. Report annually to the Waterloo City Council, c. Communicate, share and seek input from their school community, d. Recruit new Youth City Council members, and e. Conduct annual self-evaluation/reflection. 0 *Milkt acted EXPENSES: 0 0 0 0 0 40 40 0 0 © 0 lc; 0 c ic ct c co fl 0 ntr 0 zio a.. trli 10 141 40 0.; CI ra JO P v". • ta,E 0 1:1 2 0 0 04 04 0 0 S. • te 0 0 0 0 CO 0 lb 4. 4ictei-• 411'