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HomeMy WebLinkAboutGrant Agreement - Bloomberg Philanthropies - Bloomberg Mayors ChallengeBOULEVARD Ms. Dahlia Prager, Esq. Bloomberg Philanthropies 25 East 78th St. New York, NY 10075 RE: Grant Agreement Dear Ms. Prager: 'ouTti ks 1865 March 12, 2019 PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on March 12, 2019, approved the above referenced grant agreement for the Bloomberg Mayor's Challenge. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT SUZANNA A FRITZBERG ELIZABETH A. MARADiK LAURA O'SULLIVAN THERESE J. DORAU Bloomberg P1.11flanth.-tx1pi.es EXECUTION VERSION GRANT AGREEMENT BETWEEN THE BLOOMBERG FAMILY FOUNDATION INC. AND THE CITY OF SOUTH BEND GRANT AGREEMENT (hereinafter referred to as the "Agreement") made as of the 1" day of January, 2019 by and between The Bloomberg Family Foundation Inc. (the "Foundation") and the City of South Bend, acting by and through its Board of Public Works for the benefit of the Department of Innovation and Technology (the "Grantee"). WHEREAS, the Foundation has created the U.S. Mayors Challenge (the "Mayors Challenge") to inspire American cities to generate innovative ideas that solve major challenges and improve city life — and that ultimately can be shared with cities around the world; WHEREAS, the specific, primary goals of the Mayors Challenge (as more fully described in Schedule A hereto) are to (1) increase the number of innovative, local solutions to global urban problems, which are viable in multiple cities and implementable by local governments, (2) drive significant public discussion about the role of cities and mayors in solving our toughest challenges and (3) provide a platform to help these ideas spread around the world; WHEREAS, the Grantee has been selected as a winner of the Mayors Challenge for its project to help low-income and part-time workers with unreliable transport options commute to their jobs by partnering with ride -share companies and employers (the "Project"); WHEREAS, the purposes of the prize and this Grant are to support the implementation of the Project and to build a foundation for future replication if the Project is successful, and the Grantee is committed to these efforts; and WHEREAS, the Foundation wishes to make a contribution to the Grantee to provide support to the Grantee to help implement the Project; NOW, THEREFORE, THE FOUNDATION AND THE GRANTEE AGREE AS FOLLOWS: 1. Grant. The Foundation has pledged and agreed that the Grantee will receive cash or cash equivalents in an amount not to exceed ONE MILLION DOLLARS ($1,000,000) (hereinafter sometimes referred to as the "Grant" and the "Grant Funds"). Grant Funds shall be available during the period beginning on January 1, 2019 and ending on December 31, 2021 or such earlier or later termination date as provided in this Agreement (the "Grant Term"). Grant Funds shall be paid in U.S. Dollars. Grant Funds will be paid in four installments after receipt by the Foundation of the enclosed countersigned copy of this Agreement and according to the following payment schedule and instructions for payment: ID#51642.01 Payment Date llanlent Arnount Contin rent LYM On or before 30 Not to Exceed • Receipt by the Foundation of countersigned days following the $100,000 copy of this Agreement Foundation's receipt of the countersigned copy of this Agreement On or before May Approved 2019 • Completion and approval of Implementation 31, 2019 Budget (less Plan and detailed Budget $100,000) • Appointment of a Project Director • Compliance with all other terms of this Agreement On or before Approved 2020 ................. _ _ ............................................... . Timely reports and satisfactory progress with February 28, 2020 Budget respect to the Project • Compliance with all other terms of this A reement On or before Approved 2021 . Completion and approval of Sustainability Plan, February 28, 2021 Budget if required • Timely reports and satisfactory progress with respect to the Project • Compliance with all other terms of this Agreement, including moving the project manager position onto a third party manager's (the "Third Party Manager") budget in the final year of the Grant Term 2. Purpose. The Grant shall be used by the Grantee to create the Project, which aims to help low-income and part-time workers with unreliable transport options commute to their jobs by partnering with ride -share companies and employers, as further described in Schedule B attached hereto and in a manner consistent with the Project as outlined in this Agreement, the schedules attached hereto and the Project budget as set forth on Schedule C attached hereto (the "Project Budget" or the "Budget"). Use of Grant Funds. (a) Scope and.Rqdgqt. Under United States law, Grant Funds may be expended only for charitable, scientific, literary or educational purposes. This Grant is made only for the purposes stated in this Agreement and the Schedules attached hereto, and Grant Funds shall be used for such purposes in accordance with the Project Budget described in Section 3(b). Any Grant Funds not expended or committed for the purposes of the Grant, or within the period stated above, must be returned to the Foundation, unless otherwise authorized in writing by the Foundation. (b) BLid Lei. The Project Budget has been developed to cover all costs related to the Project and the Foundation's funding of the Project. The Project Budget is currently allocated -2- among budget lines based on the Grantee's and the Foundation's estimates of the appropriate allocation. A revised Budget for the Project shall be developed and submitted for the Foundation's review and approval by March 31, 2019. The Grantee and the Foundation shall work together to make any further changes to such draft, and if the Grantee has not provided to the Foundation a final Budget (incorporating any agreed -upon changes) satisfactory to the Foundation by April 30, 2019, the Grantee shall return any unexpended or uncommitted Grant Funds to the Foundation, and the Foundation shall have the right to discontinue funding the Project or cancel the Grant with respect to any then undistributed Grant Funds. Once approved by the Foundation, the final Budget shall supersede and replace the Project Budget initially attached hereto as Schedule C. The Grantee must adhere to the Project Budget. The Foundation must pre -approve any change of 10% or more in any line item. Any budgetary changes for activities not included in the Project must receive prior Foundation approval. The Foundation reserves the right to withhold funding if said expenditures are not consistent with the Project or in accordance with the Project Budget. In addition, indirect costs can in no event represent more than 15% of the Project Budget. For the purposes of this Agreement, indirect costs shall mean those costs that have been incurred by the Grantee that cannot be identified specifically in reference to a particular program but relate to several programs, including the Project. The Grantee must deposit the Grant Funds in an interest -bearing account or other short-term investment vehicle and must apply any interest earned to the Project. Any additional income related to Grant Funds, including but not limited to dividends, interest or appreciation and currency fluctuation must be used for the Project. Interest earned must be reported to the Foundation in the Periodic Report. (c) lacy persons. If the Grantee is notified that a key member of the Project (e.g. a director, project manager or performance management lead, as further specified in the Project planning document and list of Key Persons attached hereto as Schedule ) (the "Key Person") will cease to devote substantially all of his or her business time and efforts to the Project, the Grantee shall notify the Foundation of such cessation within 3 business days. After receiving such notification, the Foundation shall have the right to discontinue funding the Project or cancel the Grant with respect to any then undistributed Grant Funds if (a) such Key Person's position has not been filled within 60 days after such notification with a person possessing similar skills and capabilities, as determined by the Foundation in its sole discretion, (b) the Foundation has not been provided with documentation demonstrating that the person hired to fill such vacancy is well -qualified to fill the position, or (c) such Key Person does not again begin devoting all of his or her business time to the Project within 10 business days. (d) Media Documentation. The Grantee shall use its best efforts to document the Project by facilitating and/or producing publications, audio or video programming, film or other media regarding the Project. (e) restrictions on Distribution of Grant Funds. The Grantee acknowledges that it is familiar with the U.S. Executive Orders and laws that prohibit the provision of resources and support to organizations and individuals and/or organizations associated with terrorism and terrorist related lists promulgated by the U.S. Government, the United Nations, and the European Union. The Grantee will take all precautions necessary to ensure that none of the Grant Funds will be used (i) in support of or to promote violence, terrorist activity or related training, whether directly through its own activities and programs, or indirectly through its support of, or cooperation with, other persons and organizations known to support terrorism or that are involved in money laundering activities or (ii) for purposes of or in connection with bribery or in contravention of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or other applicable anti -bribery law. In addition, the Grantee confirms that no -3-. Grant Funds will be paid to, or on behalf of, U.S. Government officials, except as permitted under Treasury Regulation 53.4941(d)-3(e). (f) Modification of Project. The Foundation may request that the Grantee modify the Project during the term of the Grant, provided any such modifications are reasonable in terms of financial resources and scope. If the Foundation and the Grantee cannot reach an agreement about the terms of any such proposed modification, the Foundation shall have the right to discontinue funding the Project or cancel the Grant with respect to any then undistributed Grant Funds. (g) Sub -Grants. It is understood that the Grantee may make sub -grants in connection with the Project. The Grantee has the exclusive right to select such sub -grantees and any sub -contractors for the Project. The Foundation has not earmarked the use of the Grant Funds for any specific sub -grantee or sub -contractor. The Grantee may make payments to sub -grantees and sub- contractors in currencies other than in U.S. Dollars; however, the Grantee must retain any gains/losses from currency exchanges in the Project Budget to be used for the Project specifically for sub -grants or sub -contracts, unless otherwise approved by the Foundation per Section 3(a). The Grantee shall also report any significant currency fluctuation to the Foundation. The Grantee is responsible for ensuring that all sub -grantees and sub -contractors use the Grant Funds for the purposes of the Grant and the Project. The Grantee shall not, and shall require that its sub -grantees and sub -contractors funded with proceeds of the Grant Funds not, make any statement or otherwise imply to donors, investors, media or the general public that the Foundation directly funds the activities of any sub -grantee or sub -contractor. For the avoidance of doubt, any sub -grantees described in Schedule B, attached hereto, are listed as examples only, and it is within the sole discretion of the Grantee to determine whether such organizations, or any other organizations will in fact receive sub -grants. (h) Promotioti of the rojeLt. The Grantee shall (i) work with the Foundation to maximize ongoing media opportunities including but not limited to Mayoral events, press releases, social media promotion, (ii) participate in, and provide leadership with respect to, creating communities of interest in the Project and (iii) work with the Foundation and consultants provided by Bloomberg Philanthropies to document the Project by facilitating and/or producing publications, audio or video programming, film or other media regarding the Project. (i) Cooperation with Consultaiits. The Grantee shall cooperate with and provide information to the consultants provided by Bloomberg Philanthropies to serve as a learnings and technical assistance partner on the Project. Such cooperation shall include participating in monthly calls, periodic meetings and site visits, and providing information about the Project when requested. 4. Additional Project Funding and Continuity. To the extent that the Grant Funds do not cover the full cost of implementation of the Project, the Grantee shall secure additional sources of funding for the outstanding Project cost. As part of the Metrics Reports (as described below), the Grantee shall include information on all fundraising milestones that are set in the Grantee's Implementation Plan. Such reports shall include information about potential and secured funding sources and progress towards fulfilling the cost of the Project. If the Project is successful (as reasonably determined by the Foundation by February 28, 2021), the Grantee shall sustain the Project beyond the Grant Term period and shall submit a sustainability plan (the "Sustainability Plan") to the Foundation for review and approval by January 31, 2021, prior to the distribution of the final installment of Grant Funds. The Sustainability Plan shall include the portion of the Budget that will transition onto a Third Party Manager's budget in the final year of the Grant Term, including the transition of the project manager position, as well as the Grantee's choice(s) for such Third Party Manager. The Grantee shall work with the Foundation to review its choice(s) for the Third Party Manager. Prior to making the final selection for the Third Party Manager, the Grantee must obtain the Foundation's written approval. Reporting. (a) Financial Reports. The Grantee shall provide semi-annual financial reports (the "Financial Reports"). The Financial Reports shall be due on the dates shown in the table below. Each Financial Report shall be in accordance with Schedule D attached hereto, signed by an appropriate officer of the Grantee and shall include (i) a financial report reflecting expenditures according to the line -item categories of the Project Budget as of the end of the applicable reporting period and reflecting the use of additional income related to the Grant Funds described in Section 3(b) hereof and (ii) an assurance that the activities under the Grant and the Project have been conducted in conformity with the terms of this Agreement. (b) gri�Ls_i p s. The Grantee shall provide semi-annual reports on metrics in accordance with the format described in Schedule D attached hereto (the "Metrics Reports"). The Metrics Reports, which may be delivered to the Foundation electronically, shall be due as shown in the table below. The Metrics Reports shall also include copies of any media coverage of the Project and two copies of any publication, audio or video program, film or other media project produced by the Grantee under this Grant for archival and/or research purposes. The Foundation shall have the right to make, or obtain from the Grantee, additional copies of any Grant product and to disseminate such products. (c) Additional Items. The Grantee shall immediately provide notice to the Foundation by electronic mail addressed to le gal L)bloomberg orp., and confirm that the Foundation has actually received such electronic mail, if it becomes aware, at any time during the Grant Term, of any of the following: (i) any misappropriation of Grant Funds or other assets of the Grantee; (ii) the occurrence of an excess benefit transaction between the Grantee and any of its disqualified persons or an act of self - dealing by any of the Grantee's disqualified persons; (iii) a violation of the Grantee's conflicts of interest policy; or (iv) a formal investigation of an allegation of any of the foregoing. (d) Report Details and Schedule. Details and formats for all reports shall be specified by the Foundation prior to the date the first report is due hereunder. All reports should be submitted electronically to reports&)bloomt)er,.org and governmeratinrrovatioii tt.bloomber .*.oir -, on or by the following dates: ...... -- -...... W .._ ........ Report Report Requirements Report Due Date Type and Frequency .......... ..� Revised Draft of revised Budget March 31, 2019 Budget Metrics and January 1, 2019 through June 30, 2019 July 31, 2019 Financial Reports -5- Metrics and July 1, 2019 through December 31, 2019 January 31, 2020 Financial Reports Metrics and January 1, 2020 through June 30, 2020 July 31, 2020 Financial Re orts _ Metrics and July 1, 2020 through December 31, 2020 January 31, 2021 Financial Reports Metrics and January 1, 2021 through June 30, 2021 July 31, 2021 Financial Reports Final January 1, 2019 through December 31, 2021 February 15, 2022 Metrics and Financial Reports (e) The Grantee may be required to submit additional periodic reports as requested by the Foundation (format to be specified by the Foundation) on Project progress, including, after the date stated as the Grant ending date in Section 1 of this Agreement, reports with respect to committed but not yet disbursed Grant Funds and the reports described in Schedule D attached hereto. (f) If any report is not submitted, further payments, if any, under this Grant or under any other Foundation grant to the Grantee may be withheld in the sole discretion of the Foundation. 6. Record Maintenance and In : ection. The Grantee shall make its books and records related to the Project available for inspection at reasonable times by the Foundation or its assignee. The Grantee shall maintain records of expenditures, as well as copies of the reports submitted to the Foundation, for at least four years after completion of the use of the Grant Funds. The Foundation may monitor and conduct evaluations of Grantee operations pertaining to the Project under the Grant. Such monitoring may include the Foundation's personnel or assignees: (i) visiting the Grantee to observe the Project, (ii) speaking with Grantee staff members regarding the Project and (iii) conducting a review of financial and other records related to the Project. The Grantee further agrees that prior to making grants to a Sub -Grantee, the Grantee will require the Sub -Grantee to commit to maintaining adequate records to enable the expenditure of Grant Funds to be easily and accurately confirmed. As a condition to receiving a grant from the Grantee, the Sub -Grantee must agree to make its books and records related to the Project available for inspection at reasonable times by the Foundation or the Foundation's assignee (including the Grantee and representatives of the Grantee), as set forth in the previous paragraph. 7. Prohibition on Lobbying and Other Compliance with Tax Laws. Under Section 501(c)(3) and described in Section 509(a) of the Internal Revenue Code of 1986, as amended (the "Code"), Grant Funds may not be used by the Grantee: .6- (a) to carry on propaganda, or otherwise attempt to influence any specific legislation through (i) an attempt to affect the opinion of the general public or any segment thereof or (ii) communication with any member or employee of a legislative body, or with any other governmental official or employee who may participate in the formulation of the legislation (except technical advice or assistance provided to a governmental body or to a committee or other subdivision thereof in response to a written request by such body, committee or subdivision), other than through making available the results of non -partisan analysis, study or research; (b) to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drive; (c) to engage in activities that require any person actively involved in the Project to register as a lobbyist or be identified as a lobbyist in a registration or report filed with a public agency by any other person or entity; or (d) to support the election or defeat of a candidate for public office, finance electioneering communications, register prospective voters or encourage the general public or any segment thereof to vote in a specific election. 8. Grantee and Sub -Grantee Ike resentat.ioii. The Grantee represents that conduct by the Grantee and any Sub -Grantee of the activities described in Schedules A B C and D hereto in the manner described therein shall not cause the Grantee or any Sub -Grantee to be in violation of any federal, state, local or municipal law, rule, regulation or ordinance. The Grantee further represents that it is not aware of any of the following ever having occurred: (i) any material misappropriation of assets of the Grantee; (ii) the occurrence of an excess benefit transaction between the Grantee and any of its disqualified persons or an act of self -dealing by any of the Grantee's disqualified persons; (iii) a violation of the Grantee's conflicts of interest policy; or (iv) a formal investigation of an allegation of any of the foregoing. The person signing this Agreement on behalf of the Grantee represents and certifies that she or he has full, express power and authority to do so. 9. `o i nce. If the Foundation is not satisfied with the progress of the Project, the content of any written report or the management of the Grantee, and if after any corrective action agreed upon between the Foundation and the Grantee has been taken, the Foundation is still not satisfied, the Foundation shall have the right to suspend or discontinue the funding of the Project or to cancel the Grant with regard to any unused or undistributed Grant Funds. 10. Intellectual Property. The Grantee hereby grants to the Foundation a perpetual, worldwide, non-exclusive license to use, reproduce, distribute, display, perform, edit, adapt, create derivative works from and otherwise exploit and sub -license, in all languages and all media now known or hereafter developed, all written work or other materials of any nature created by it under this Agreement ("the Work"). The Grantee acknowledges and agrees that no royalties will be paid for such license or use, total consideration being the grant described in this agreement. The Grantee agrees to further acknowledge and agree that Work, and all materials contained therein or prepared therefor, shall be deemed Licensed Materials under the terms of the Modified Creative Commons Attribution ShareAlike 4.0 International Public License, attached hereto as Schedule E. erg 11. Warranty/lndcrnnity. The Grantee represents, warrants and covenants that the Work is original and that it is the sole creator of the Work, except for any material incorporated into the Work created or owned by third parties, from whom the Grantee has obtained or will obtain, at its expense, all licenses necessary to incorporate and use such third -party material in the Work, including the right to sub -license to the Foundation such material incorporated into the Work. The Grantee further represents, warrants and covenants that the Work does not and will not contain any matter that is obscene or libelous, in violation of any copyright, trademark, proprietary right, or personal right of any third party, or otherwise violate any law. The Grantee will indemnify and hold the Foundation, its licensees and assigns, harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising as a result of the breach or alleged breach of these representations, warranties and covenants. 12. Grant Announcements and Public Report . (a) Grantee's Acknowledgement, The Grantee agrees to acknowledge the Foundation's funding, as described below, in publications, advertising, speeches, lectures, interviews, press releases, internet web pages, and other similar activities related to the Mayors Challenge and the Project (together, "Media Releases"). Any Media Release that refers to the funding source of the Grant shall: (1) refer to "Bloomberg Philanthropies" rather than to the Foundation itself, (2) refer to the Mayors Challenge and state that the Project is one of the nine winning ideas of the Mayors Challenge, and (3) all written acknowledgements shall link to Bloomberg Philanthropies' website (www.bloosnbcrg.oj ). The Grantee shall provide copies of all Media Releases to the Foundation and obtain the Foundation's consent prior to publication or distribution in any format of any Media Release. Further, as a condition to receiving a grant from the Grantee, each Sub -Grantee must agree to acknowledge the Foundation's funding in Media Releases as set forth above and provide copies of all Media Releases to the Foundation and obtain the Foundation's consent prior to publication or distribution in any format of any Media Release. To the extent that the Grantee provides Media Releases to the Foundation, the Grantee represents that it owns or otherwise has obtained all rights necessary to use, reproduce, publicly perform and distribute (including the right to sub -license) all works contained or used in the Media Releases. (b) Foundation AcknowleLdgement. The Foundation agrees that all trademarked or copyrighted works owned by the Grantee (including but not limited to logos, written material, photos, and other similar works provided by the Grantee to the Foundation) and provided to the Foundation, in any media, shall remain the property of the Grantee. To the extent that the Grantee provides any Media Release (and works contained therein) or trademarked or copyrighted works to the Foundation, the Grantee represents that it owns or otherwise has obtained all rights necessary to use, reproduce, publicly perform and distribute (including the right to sub -license) all such works. Furthermore, the Grantee provides to the Foundation a perpetual, non-exclusive, worldwide, royalty -free and fully paid -up, sub - licensable (to affiliates) license, or sub -license, as the case may be, to use, display, reproduce, publicly perform, and make derivative works of, all such works, regardless of whether such works were created with the Grant Funds. The Foundation has the right to publicly acknowledge and announce, at its sole discretion, any relationship between the Foundation and the Grantee. Bloomberg Philanthropies' web site may include a brief description of the Grant. On occasion, Bloomberg Philanthropies also posts grantees' publications and other related items on its website. 5:11 13. Grantee Contact. The Grantee's primary contact for this Grant shall be the Project Director of the Project as determined by the Grantee and communicated to the Foundation by April 30, 2019. The Project Director will maintain day-to-day contact with Anne Emig at the Foundation. 14. lie resentatiops and Covenants. With regard to activities related to the Project, the Grantee represents, warrants and covenants to the Foundation that (a) it has and shall maintain during the Grant Term the proper licenses and rights to perform the activities described herein; (b) it is in compliance with all applicable local, city, state, federal and international laws, rules and regulations including, but not limited to, all environmental, safety and health and labor and employment (including those addressing discrimination, harassment and retaliation) laws, rules and regulations, and it shall remain in compliance during the Grant Term; (c) the personnel shall have the necessary experience, qualifications, knowledge, competency and skill set necessary to perform the activities under this Agreement; and (d) it shall use reasonable efforts to avoid employing any persons or using any labor, or using or having any equipment, or permitting any condition to exist which shall or may cause or be conducive to any labor complaints, troubles, disputes or controversies which interfere or are likely to interfere with the activities under this Agreement. At any time, the Foundation may request the Grantee to present copies of its programs, policies and/or documentation as to any training provided by it to its personnel. 15. Governing La: . [Reserved] 16. Confidentiality. Each party recognizes that it will have access to information of a proprietary or confidential nature owned by the other party. The parties acknowledge that the information they share with each other is proprietary, private and confidential. As such, each party agrees to keep such information in strictest confidence and protect it from disclosure; provided that the parties may disclose such information as required by law. Each party hereby waives any and all right, title and interest in and to such proprietary information of the other and agrees to return all physical copies, and destroy all electronic copies, of such proprietary information, except as otherwise agreed, at their expense, upon the expiration or termination of this Agreement. 17. Eta c agreement and Amendment. This Agreement constitutes the entire understanding between the Grantee and the Foundation with respect to the subject matter hereof and shall supersede all prior arrangements on such subject matter, whether made orally or in writing. This Agreement may not be amended except by written instrument executed by authorized representatives of both the Grantee and the Foundation. 18. Notice. All legal notices and other legal communications given or made pursuant hereto shall be in writing and shall be delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested), or overnight courier and addressed to the party's proper address as set forth below. Any such notice shall be deemed to be given as of the date it is delivered to the recipient. All notices shall be addressed as follows: If to the Grantee to: If to the Foundation to: Brian Donoghue, Director of Innovation Dahlia Prager, Esq. City of South Bend, Indiana Bloomberg Philanthropies County -City Building 120ON 25 East 78d°' Street ME 227 W Jefferson Blvd South Bend, IN 46601 donoghue@southbendin.gov With a copy to: Corporation Counsel City of South Bend, Indiana County -City Building 1200S 227 W Jefferson Blvd South Bend, IN 46601 New York, NY 10075 le &Li), alootnber With a copy to: Elizabeth Buckley Lewis, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 19. Miscellaneous. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which, when taken together, shall constitute one and the same instrument. This Agreement shall be binding upon, inure to the benefit of, and may be enforced by, each of the parties to this Agreement and its successors and permitted assigns. Each provision of this Agreement shall be considered separable, and if, for any reason, any provision or provisions hereof are determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein. This Agreement shall not be assigned without the prior written consent of the Foundation. This Agreement, including any schedules, amendments, modifications, waivers, or notifications relating thereto may be executed and delivered by facsimile, electronic mail, or other electronic means. Any such facsimile, electronic mail transmission, or communication via such electronic means shall constitute the final agreement of the parties and conclusive proof of such agreement, and shall be deemed to be in writing and to have the same effect as if signed manually. Any consent required to be given in writing hereunder may be given by electronic mail. [SIGNATURE PAGE FOLLOWS] -10- IN WITNESS WHEREOF, the parties to this Agreement have affixed their signatures: M. The Bloomberg Family Foundation Inc. City of South Bend, Board of Public Works, for the benefit of the Department of Innovation and Name: Patricia E. Harris Technology Gary Gilot, l resident Therese Dorau, Meth ar Suzanna Fritzberg, Member Eli" )[h Maradik, Mo1mber Laura O'Sulhwio, Wm6er a 4 -- Attest: "flAida Martin, Clerkt Date: G......j -2 b 19 -11- Schedule A Initiative Overview: The Mayors Challenge The Mayors Challenge is a competition to inspire cities to generate innovative ideas that solve major challenges and improve city life and that ultimately can be shared and replicated by cities worldwide. Cities are uniquely positioned to encourage and foster the innovation, creativity, ideas, and solutions needed to tackle the pressing social and economic issues facing the world today — as well as meet the challenges of tomorrow. Yet with increasing needs and diminishing budgets, local governments must find innovative new ways to get work done. That is where the Mayors Challenge comes in — a competition for cities that inspires mayors and their partners to develop breakthrough solutions. Once winners are selected, Bloomberg Philanthropies works closely with each city to produce and track results, and capture implementation lessons. At completion of the Grant, successful Mayors Challenge projects will be "replication ready," meaning that they achieved six key criteria: o Projects are implemented at sufficient scale o Evidence has been gathered demonstrating impact o Project model has been refined to reflect learnings from implementation, assessment, and user feedback o Value of the project to other cities is clear, and has been documented o Mayor is publicly engaged and excited to be a worldwide leader on the issue o Project has funding (public/otherwise) to be sustained beyond the 3-year Grant The United States Mayors Challenge awarded prizes (nine $1,000,000 prizes) to the cities that generated the boldest and most replicable ideas. The City of South Bend has been awarded a $1,000,000 prize for use in implementing its winning idea, to help low-income and part-time workers with unreliable transport options commute to their jobs by partnering with ride -share companies and employers. -12- Schedule B Proposal Project Description: South Bend, IN: Finding reliable transportation for shift workers The Problem The lack of reliable, affordable transportation is a primary barrier to finding and maintaining employment for approximately 10,000 South Bend residents. The Idea The City of South Bend (hereinafter, the "City") will help low-income and part-time workers with unreliable transport options commute to their jobs by partnering with ride -share companies and employers, who will help offset the cost. Implementation Details The City's plan is organized into the following major work streams. Please note, specific deliverables related to these milestones will be agreed upon in conjunction with the Foundation. Work stream 1: Identify and test new transportation providers Work stream 2: Segment user population Work stream 3: Further evaluate financial impact for employers Work stream 4: Formalize data management Work stream 5: Optimize cost and ridership Work stream 6: Improve onboarding process Work stream 7: Expand base of participating employees Work stream 8: Secure additional funding Detailed implementation plans, metrics, and budgets will be submitted on an annual basis and approved by the Foundation. Once approved, amendments to the Agreement will reflect these milestones and budgets and the City will be held accountable for meeting them. Coordination with the Foundation The City will coordinate with the Foundation on the implementation of all aspects of the Project in accordance with the Agreement. In particular, the City will: Establish a staffing plan. The Project's staffing plan will be created with and approved by the Foundation. Identify a qualified full-time Project Directo . The Project Director will oversee the project implementation and be responsible for coordinating with the Foundation, and its partners and consultants. -13- Document learnin s to suVpoa replication. The City will work with the Foundation and its consultants to distill, document, and disseminate key project learnings so that the Project can be adapted for other marketplaces. Cooperate with the Foundation and its consultants. The City shall cooperate with the Foundation on all aspects of the Project including implementation, communications, reporting and evaluation activities. Such cooperation shall include (but is not limited to) participating in monthly calls, periodic meetings and site visits, providing information about the Project when requested, submitting timely reports, and working with consultants to promote or assess the Project. Following the execution of the Agreement, the City will work with the Foundation and its consultants to create detailed implementation plans and budgets will guide all work moving forward. Implementation plans and budgets will be revisited on an annual basis. Promote the project. The City shall work with the Foundation and its partners to maximize ongoing media opportunities for the Mayors Challenge and its efforts. This shall include, but not be limited to: a. Regular mention of the Mayors Challenge -winning project and its work in social media, using the Mayors Challenge hashtag (#mayorschallenge); b. Monthly submission of at least four high -resolution images and/or videos related to the Mayors Challenge work for use in social and other Bloomberg Philanthropies' media; c. Mayoral announcements about the team's work and the impact of the Project; and d. Regular (at least semi-annual) public updates on progress of initiatives developed by the Mayors Challenge Project, and its impact on citizens. Any press releases or other public materials should be shared with the Foundation at least 3 business days in advance of publication for review and approval. Press releases concerning the City's Mayors Challenge Project are to include the following standard language: "South Bend was one of the winners of the 2018 Bloomberg Philanthropies Mayors Challenge, an ideas competition that encourages cities to generate innovative ideas that solve major challenges and improve city life — and have the potential to spread." Secure necessga funds to implement and sustain the ro'ect. To the extent that the Grant from the Foundation does not cover the full Project cost, the Grantee will secure necessary sources of funds for implementation of the Project and report to the Foundation on all fundraising milestones that are set in the Grantee's implementation plan. Fundraising reports will include potential sources and progress towards "fully funded." Furthermore, if the Project is successful, the Grantee is expected to sustain the Project, or cause it to be self -sustainable, beyond the life of the Grant; the Grantee will complete a Sustainability Plan, including what portion of the Budget will transition onto the public budget in the final year of the Grant, prior to receiving the final payment. -14- Schedule C Budget I„�l it Mayors Challenge Grant ! USD,1„000,0013 Employer Contributions (10%of ride cost in Y1, 30% in Y2, 70% in Y3),,,, .....a USD 246 95ry City of South Bend Transpot tationAssistance Fund ($135,000 Per yep,d USD 405,000 Total USD 3,BSl,BS0 Schedule D Reporting Requirements The Grantee will report on a semi-annual basis. All materials should be submitted together using, where supplied, the templates provided by the Foundation. Narrative Report The Grantee will provide narrative updates on grant activities. Content of the report will be specified by the Foundation prior to the reporting deadline. The update can take the form of a brief (approximately five -page) memo. Interest in Replication The Grantee will track and list inquiries from cities and other parties interested in replicating, or learning more about, the Project using a template to be supplied by the Foundation. The Grantee will share lessons on a semi-annual basis and coordinate with the Foundation on replication. Media & Public Events The Grantee will track and list media coverage, city announcements and participation in public events using a template to be supplied by the Foundation. Spending of Grant Funds The Grantee will provide a high-level summary of spending of grant funds using a template to be supplied by the Foundation. Metrics and Measurement The Grantee will provide updates on key quantitative results and measures using a template to be supplied by the Foundation. Mayoral Calls The Grantee will organize 2 calls each year between the Mayor and Foundation. The calls will focus on the status of the Project. Fundraising To the extent that the grant from the Foundation does not cover the full project cost, the Grantee will secure necessary sources of funds for implementation of the project and report to the Foundation on all fundraising milestones that are set in the Grantee's implementation plan. -16- Schedule E Modified Creative Commons Attribution ShareAlike 4.0 International Public License By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this modified Creative Commons Attribution ShareAlike 4.0 International Public License ("Public License"). To the extent this Public License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions. Section I — Definitions. a. Adapted Material means material subject to IP Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the IP Rights held by the Licensor. For purposes of this Public License, where the Licensed Material is a musical work, performance, or sound recording, Adapted Material is always produced where the Licensed Material is synched in timed relation with a moving image. b. Adapter's License means the license You apply to Your IP Rights in Your contributions to Adapted Material in accordance with the terms and conditions of this Public License. IP Rights means all intellectual property rights recognized under applicable law, including without limitation, patent, trademark, trade secret, copyright, and/or similar rights closely related to copyright including, without limitation, performance, broadcast, sound recording, preexisting patent rights and Sui Generis Database Rights, without regard to how the rights are labeled or categorized. For purposes of this Public License, the rights specified in Section 2(b)(1)-(2) are not IP Rights granted to You by Licensor under this Public License. d. Effective Technological Measures means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements. e. Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to IP Rights that applies to Your use of the Licensed Material. f. License Elements means the license attributes listed in this Public License. The License Elements of this Public License are Attribution and ShareAlike. g. Licensed Material means the artistic or literary work, database, or other material to which the Licensor applied this Public License. h. Licensed Rights means the rights granted to You subject to the terms and conditions of this Public License, which are limited to all IP Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license. i. Licensor means the individual(s) or entity(ies) granting rights under this Public License. -17- j. Share means to provide material to the public by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them. k. Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world. 1. You means the individual or entity exercising the Licensed Rights under this Public License. Your has a corresponding meaning. Section 2 — Scope. a. License Grant. 1. Subject to the terms and conditions of this Public License, the Licensor hereby grants You a worldwide, royalty -free, non-sublicensable, non-exclusive, irrevocable license to exercise the Licensed Rights in the Licensed Material to: A. reproduce and Share the Licensed Material, in whole or in part; and B. produce, reproduce, and Share Adapted Material. 2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions. 3. Term. The term of this Public License is specified in Section 6(a). 4. Media and 1°orinats• Technical Modifications Allowed. The Licensor authorizes You to exercise the Licensed Rights in all media and formats whether now known or hereafter created, and to make technical modifications necessary to do so. The Licensor waives and/or agrees not to assert any right or authority to forbid You from making technical modifications necessary to exercise the Licensed Rights, including technical modifications necessary to circumvent Effective Technological Measures. For purposes of this Public License, simply making modifications authorized by this Section 2(a)(4) never produces Adapted Material. 5. Dowtistrearn Reci ients. A. Offer from the Licensor — Licensed Material. Every recipient of the Licensed Material automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this Public License. -18- B. Additional Offer from the Licensor — Ada tcd l�teria1. Every recipient of Adapted Material from You automatically receives an offer from the Licensor to exercise the Licensed Rights in the Adapted Material under the conditions of the Adapter's License You apply. C. No Downstream Restrictions. You may not offer or impose any additional or different terms or conditions on, or apply any Effective Technological Measures to, the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material. 6. No Endorsement. Nothing in this Public License constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided in Section 3(a)(l)(A)(i). b. Other Rights. 1. Moral rights, such as the right of integrity, are not licensed under this Public License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise. 2. Trademark rights are not licensed under this Public License. 3. To the extent possible, the Licensor waives any right to collect royalties from You for the exercise of the Licensed Rights, whether directly or through a collecting society under any voluntary or waivable statutory or compulsory licensing scheme. In all other cases the Licensor expressly reserves any right to collect such royalties. Section 3 — License Conditions. Your exercise of the Licensed Rights is expressly made subject to the following conditions, a. Attribution. If You Share the Licensed Material (including in modified form), You must: A. Retain the following with the Licensed Material: identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated); iia copyright notice; iii. a notice that refers to this Public License; -19- iv. a notice that refers to the disclaimer of warranties; and V. a URL or hyperlink to the Licensed Material to the extent reasonably practicable. B. Indicate if You modified the Licensed Material and retain an indication of any previous modifications; and C. Indicate the Licensed Material is licensed under this Public License, and include the text of, or the URL or hyperlink to, this Public License. 2. You may satisfy the conditions in Section 3(a)(1) in any reasonable manner based on the medium, means, and context in which. You Share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URL or hyperlink to a resource that includes the required information. 3. If requested by the Licensor, You must remove any of the information required by Section 3(a)(1)(A) to the extent reasonably practicable. b. ShareAlike. In addition to the conditions in Section 3(a), if You Share Adapted Material You produce, the following conditions also apply. 1. The Adapter's License You apply must be this Modified Creative Commons Attribution ShareAlike 4.0 International Public License, this version or later. 2. You must include the text of, or the URL or hyperlink to, the Adapter's License You apply. You may satisfy this condition in any reasonable manner based on the medium, means, and context in which You Share Adapted Material. 3. You may not offer or impose any additional or different terms or conditions on, or apply any Effective Technological Measures to, Adapted Material that restrict exercise of the rights granted under the Adapter's License You apply. c. Patents and Proprietary Rights. You agree that neither you nor your affiliates will file any patent or other intellectual property applications or otherwise seek or acquire (including any exclusive licenses) any patent or other proprietary rights purporting to cover the Licensed Material or any derivative works of the Licensed Material. -20- Section 4 — Sui Generis Database Rights. Where the Licensed Rights include Sui Generis Database Rights that apply to Your use of the Licensed Material: a. for the avoidance of doubt, Section 2(a)(1) grants You the right to extract, reuse, reproduce, and Share all or a substantial portion of the contents of the database; b. if You include all or a substantial portion of the database contents in a database in which You have Sui Generis Database Rights, then the database in which You have Sui Generis Database Rights (but not its individual contents) is Adapted Material, including for purposes of Section 3(b); and c. You must comply with the conditions in Section 3(a) if You Share all or a substantial portion of the contents of the database. For the avoidance of doubt, this Section 4 supplements and does not replace Your obligations under this Public License where the Licensed Rights include other IP Rights. Section 5 — Disclaimer of Warranties and Limitation of Liability. a. Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as -is and as -available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non -infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You. b. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Public License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You. c. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability to the greatest extent possible under applicable law. Section 6 — Term and Termination. a. This Public License applies for the term of the IP Rights licensed here. However, if You fail to comply with this Public License, then Your rights under this Public License terminate automatically. b. Where Your right to use the Licensed Material has terminated under Section 6(a), it reinstates: -21- 1. automatically as of the date the violation is cured, provided it is cured within 30 days of Your discovery of the violation; or 2. upon express reinstatement by the Licensor. For the avoidance of doubt, this Section 6(b) does not affect any right the Licensor may have to seek remedies for Your violations of this Public License. c. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this Public License. Section 7 — Other Terms and Conditions. a. The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed in writing. b. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this Public License. Section 8 — Interpretation. a. For the avoidance of doubt, this Public License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this Public License. b. To the extent possible, if any provision of this Public License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this Public License without affecting the enforceability of the remaining terms and conditions. c. No term or condition of this Public License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor. Sections 1, 5, 6, 7 and 8 hereof shall survive the termination of this Public License. Nothing in this Public License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority. -22- Schedule F Project Planning Document and List of Key Persons [To be inserted in final PDF] -23- BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 3-5-19 Name . Brian ....Donoghue Department Innovation BPW Date 3-12-19 Phone Extension 7652 mimiiiiiiiiiiiiiiiiiiiillillillillillillilliillillilillillillillillillillilNOWT m� RequiredM Prior to Submittal to Board Legal ® Attorney Name Kennedy Controller ® Controller review is required for all Contracts $5,000.00 or more anc greater than one year in length per the City Purchasing Policy Purchasing Check the VJ Agreement Professional Services El Bid Opening Quote Opening Change Order No. _ ❑ Ease/Encroach. 0 Other: �T+bp late Item Type — R ire for All Submissions [❑� Contract D Proposal ❑➢ Addendum ❑] Resolution E] Bid Award ❑ Req. to Advertise ❑ Title Sheet El Quote Award El C/O & PCA No, ❑ PCA Traffic Control uired Information Company or Vendor Name Bloomberg Philanthropies New Vendor Yes E No ❑ If Yes, Approved by Purchasing MBE/WBE Contractor ❑ MBE ❑ WBE MBE/WBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name Project Number Funding Source Account No. Amount Terms of Contract 1 /1 /2019 — 12/31 /2021 _ Purpose/Description GrantChallenge agreement for Bloomberg Ma e Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment,„ E-Verify, Iran, etc. Amount of El Increase Decrease Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: Dispersal AfterApproval Copy Original ® ❑ Denise Reidl ® ❑ ......__ ............. .............................��.................................. ......... D aniel Parker ® ❑�' Brian Donoghue