STANDARD TERMS & CONDITIONS AGREEMENT BETWEEN United Way AND ABC Company DATED AS OF August 2, 2013 Contract # 15480 000-0000
AGREEMENT BETWEEN United Way AND ABC Company This Agreement, dated as of the date set forth on the signature page hereto (the "Agreement"), by and between United Way ("UWGPSNJ") and the Grantee/Contractor as set forth on the signature page hereto ("Grantee/Contractor"), confirms the engagement of Grantee/Contractor for the services set forth on Schedule B. 1.TERMS OF AGREEMENT This Agreement is for the period set forth on Schedule A. UWGPSNJ may, at any time and effective immediately upon notice given as provided in Section 20, cancel this Agreement or defer any related payment in the event that Grantee/Contractor fails to comply with any of the provisions of this Agreement, or, if at any time UWGPSNJ, in its sole and absolute discretion, determines that it is impractical or contrary to the interests of UWGPSNJ to proceed with or continue with the engagement of Grantee/Contractor hereunder. If Grantee/Contractor commits a material breach of this Agreement and such breach is not cured within 30 days following written notice to Grantee/Contractor of such breach, UWGPSNJ may, in its sole and absolute discretion, require Grantee/Contractor to repay, in full or in part, any funds paid to Grantee/Contractor by UWGPSNJ during the term of this Agreement. 2.PAYMENT: Upon the execution of this Agreement UWGPSNJ shall pay Grantee/Contractor in whole or in part as set forth on Schedule A. Grantee/Contractor shall submit invoices on the basis prescribed by UWGPSNJ on Schedule A. UWGPSNJ may request additional information in order to process invoices for payment and Grantee/Contractor shall provide it. Invoices must follow the UWGPSNJ invoice guidelines provided to Grantee/Contractor and must be approved by the appropriate representative of UWGPSNJ prior to payment. Grantee/Contractor shall indicate on each invoice the amount expended during the period for which any reimbursement is requested, according to the rate or budget approved by UWGPSNJ, and round all amounts to the nearest whole dollar. Grantee/Contractor shall submit invoices to the Director of Community Investments, UWGPSNJ,, 94, unless otherwise stated in Schedule A. Specific guidelines and requirements for payment under this Agreement shall be as set forth on Schedule A. 3.PROMOTION OF RELATIONSHIP UWGPSNJ hereby grants any Grantee/Contractor receiving General Operating Support or engaged in
UWGPSNJ's Directed Investment Program, as set forth on Schedule A, a limited, non-transferable, nonsublicenseable, personal, non-exclusive right and license during the term of this Agreement to use the UWGPSNJ logo (the "Logo"), subject to and in accordance with UWGPSNJ's Brand Identity Guidelines, a copy of which has been delivered to Grantee/Contractor by UWGPSNJ and which may be modified by UWGPSNJ at any time. Such license shall be used solely for the promotion by Grantee/Contractor of its relationship with UWGPSNJ on promotional materials relating to the program(s) for which UWGPSNJ funds are used, including but not limited to: program brochures, reports, and news releases. UWGPSNJ may terminate at any time Grantee/Contractor's right and license to use the Logo. Grantee/Contractor shall state in promotional communications (including, but not limited to, news releases, brochures and annual reports) that Grantee/Contractor receives funding from UWGPSNJ. 4.CAMPAIGN; DONOR DESIGNATIONS; SOLICITATIONS Once a year, during the term of the Agreement, any Grantee/Contractor receiving General Operating Support, as set forth on Schedule A, shall, upon the request of UWGPSNJ, conduct a United Way campaign to raise money for UWGPSNJ and the local agencies that UWGPSNJ supports ("United Way Campaign"). Grantee/Contractor also agrees that, as conditions to its receiving the grant hereunder, it shall not run or seek to run a competing workplace fund-raising campaign; or run or seek to run a public mass media fundraising campaign (including direct mail, fliers, newsletters, and telemarketing) during UWGPSNJ's annual fundraising campaign period (August through [November]); or request that current donors giving to Grantee/Contractor through UWGPSNJ instead give directly to Grantee/Contractor. Further, Grantee/Contractor agrees to abide by UWGPSNJ's policies regarding fundraising solicitations and promotions, as follows: (a)if it promotes its Donor Choice Code, it shall only do so to its unique constituency groups (i.e., current donors, consumers of its services and volunteers) through direct forms of communication (e.g., mass media including direct mail, fliers, newsletters and telemarketing). Grantee/Contractor shall not use donated or purchased advertising or public service announcements soliciting donations. (b)it shall not request donors to designate their entire gift to such Grantee/Contractor. (c)it shall not seek direct access to employees through their employers, and shall respect UWGPSNJ's coordinated employer access campaign policies. 5.TIMELY SUBMITTALS Grantee/Contractor shall submit all required reports or documents to UWGPSNJ by the due dates set forth on Schedules A and C. Grantee/Contractor shall, upon the request of UWGPSNJ, promptly provide additional documentation, including, but not limited to, a fiscal audit and proof of liability insurance in which UWGPSNJ is listed as an "Additional Insured." Any Grantee/Contractor receiving General Operating Support, as set forth on Schedule A, shall submit to UWGPSNJ by the due date set forth on Schedule A, (i) Grantee/Contractor's most recently completed fiscal audit, such fiscal audit to be dated no earlier than 18 months prior to the due date; (ii) within six months after the end of Grantee/Contractor's fiscal year, Grantee/Contractor's fiscal audit for the year in which Grantee/Contractor received funds from UWGPSNJ pursuant to this Agreement; (iii) any management letter accompanying such fiscal audit, or if no such management letter was received, a
statement from the executive director, president, chief executive officer or board chairperson of the Grantee/Contractor certifying that no such management letter was received; and (iv) proof of liability insurance in which UWGPSNJ is listed as an "Additional Insured." If Grantee/Contractor fails to submit the required audit information and management letter by the one year anniversary of the end of the Grantee/Contractor's fiscal year, UWGPSNJ may, in its sole and absolute discretion, cancel this Agreement or withhold any remaining payment to Grantee/Contractor. In addition to the foregoing, Grantee/Contractor shall report to UWGPSNJ in writing and on a timely basis all changes to its organization, including but not limited to staffing, finances or programs, that reasonably could have a material adverse impact upon Grantee/Contractor's ability to achieve the results that are the basis of the payment(s) hereunder. For this purpose, a change is material if (a) the expected outcomes are less than 90% of negotiated outcomes under the engagement; or (b) the Grantee/Contractor's interim financial statements show revenue less expenses that is below the organization's board approved budget by more than 10%; or (c) Grantee/Contractor violates its debt covenants or fails to pay a material expense. Grantee/Contractor agrees that its failure to meet all of its obligations hereunder could result in the escrow of funding for the current grant year, loss of funding for remaining years of any renewable grant, and/or disqualification from eligibility to apply for future funding. 6.LEGAL COMPLIANCE Grantee/Contractor shall comply with all applicable federal, state and local laws, rules and regulations; meet applicable state and local standards for licensing and certification; maintain its status as an United States Internal Revenue Code Section 501(c)(3) tax-exempt nonprofit health and welfare organization and, if applicable, its current registration with the Pennsylvania Bureau of Charitable Organizations and/or the Charitable Registration and Investigation Section of the New Jersey Division of Consumer Affairs. Grantee/Contractor shall notify UWGPSNJ, as outlined in Section 20, of any change in IRS taxexempt status and/or federal, state, and local licensing and certification. Grantee/Contractor shall comply with all applicable laws and regulations governing the confidentiality, privacy and security of personally identifiable health information, including, but not limited to, the regulations of the Health Insurance Portability and Accountability Act (HIPAA), and shall comply with the requirements of HIPAA in connection with disclosure of such information. 7.NONDISCRIMINATION While performing work or delivering services related to this Agreement, Grantee/Contractor shall not discriminate against any employee, applicant for employment, independent contractor or any other person (including persons requesting or requiring services that Grantee/Contractor may provide), because of race, color, religious creed, ancestry, physical or mental handicap, national origin, age, sex, sexual preference or orientation, or gender identity. Grantee/Contractor shall comply with all applicable local, state and federal laws prohibiting discrimination in hiring or employment opportunities and relating to public accommodation or other services. In the event that Grantee/Contractor fails to comply with this provision or related discrimination laws, UWGPSNJ may terminate or suspend this Agreement in whole or in part and declare Grantee/Contractor ineligible for future grants/contracts. 8.CONFIDENTIAL INFORMATION Grantee/Contractor recognizes and acknowledges that UWGPSNJ possesses or has access to
Confidential Information (as defined below) and that Grantee/Contractor may have access to or acquire information with respect to such information in connection with providing services and/or in connection with communications with UWGPSNJ. As used herein, the term "Confidential Information" includes (i) information in specific detail not released to the general public, and (ii) any information furnished by UWGPSNJ under this Agreement that is designated, in writing or otherwise, by UWGPSNJ as "confidential." Grantee/Contractor shall neither disclose to any third party nor use for any purpose other than the performance of the services under this Agreement any Confidential Information, except to the extent that such information (i) was already known to Grantee/Contractor at the time the information was received; (ii) was in the public domain at the time the information was received or thereafter enters the public domain through no fault or action of Grantee/Contractor; or (iii) is required by law to be disclosed. Upon termination or expiration of this Agreement, Grantee/Contractor shall, upon the request of UWGPSNJ, promptly deliver to UWGPSNJ or destroy all documents and materials of any nature pertaining to the services provided hereunder and shall not retain any documents or materials containing any Confidential Information. This section shall survive termination or expiration of this Agreement for any reason. 9.RIGHTS IN DATA All documents, data and other materials furnished to Grantee/Contractor by UWGPSNJ under this Agreement shall remain the exclusive property of UWGPSNJ, and Grantee/Contractor shall have no right to use or disclose such documents, data and other materials except to the extent permitted under this Agreement. Any and all documents, data and other materials prepared or produced by Grantee/Contractor upon the request of UWGPSNJ under the terms of this Agreement, shall be the sole and exclusive property of UWGPSNJ, and UWGPSNJ shall have unrestricted and exclusive rights to copy, use and distribute, and to permit others to copy, use and distribute, any and all such documents, data and other materials unless alternate ownership provisions are outlined in Schedule B. Upon request by UWGPSNJ, Grantee/Contractor shall furnish to UWGPSNJ a complete copy of the underlying files and work papers that verify or support the documents, data, and other materials required to be delivered under this Agreement. Grantee/Contractor's performance under this Section 9 does not, and is not reasonably expected to, conflict with or result in a violation or breach of any term, condition or provision of, or constitute a default under, any contract, agreement or instrument to which Grantee/Contractor is a party. 10.INDEMNIFICATION Grantee/Contractor shall defend and hold harmless UWGPSNJ, its directors, officers, employees and agents and indemnify them and each of them solely in such individual's capacity as director, officer, employee or agent, as applicable, against any and all liability, loss or expense, including reasonable attorneys' fees, or claims for injury or damages arising out of, or in connection with, any breach by Grantee/Contractor of any representation, warranty or covenant in this Agreement or from any act or omission of Grantee/Contractor in the performance of its obligations under this Agreement, and Grantee/Contractor shall satisfy any judgment and pay all damages, penalties, royalties and other costs related to the litigation or settlement of the claim, including attorneys' fees, provided that UWGPSNJ shall have promptly notified Grantee/Contractor in writing of the existence of the claim and shall have cooperated reasonably with Grantee/Contractor in the defense of the claim. UWGPSNJ shall not settle any claim for which Grantee/Contractor is providing indemnification according to this Agreement without Grantee/Contractor's consent, which shall not be unreasonably withheld or delayed. Grantee/Contractor shall not settle any matter for which it is providing indemnification to UWGPSNJ, other than any
settlement exclusively requiring the payment of monetary damages to be paid entirely by or on behalf of Grantee/Contractor, without the prior written consent of UWGPSNJ. 11.INDEPENDENT CONTRACTORS Nothing in this Agreement is intended to create, nor shall anything herein be construed as creating, any relationship between the parties of agency, partnership or joint venture. In performing its duties and obligations hereunder, each party shall at all times act in the capacity of an independent contractor, and neither UWGPSNJ or Grantee/Contractor, nor any of their respective directors, officers, agents and employees, shall in any respect be deemed (or act as) an agent, partner, joint venturer or employee of the other party for any purpose or reason whatsoever. As an independent contractor, Grantee/Contractor shall pay and report all federal, state and local tax, withholding and employment taxes, as applicable, and shall have sole responsibility for complying with all employment laws and insurance requirements applicable to its performance of services under this Agreement, including, but not limited to workers' compensation, general liability, unemployment compensation, employer's liability, professional liability and automobile liability coverage. 12.WAIVER The waiver by either party of a breach of or default under any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same provision or any other provisions of this Agreement. Any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder to enforce performance by the other party shall not operate as a waiver of any breach or default by the other party. 13.GOVERNING LAW This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania, exclusive of its rules governing conflicts of law. 14.ARBITRATION Any controversies or disagreements arising out of, or relating to this Agreement or the breach thereof, shall be settled by arbitration in Philadelphia, Pennsylvania, under the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. 15. PROVISIONS SEVERABLE The provisions of this Agreement are independent of and severable from each other. If any of the provisions contained in this Agreement, including, without limitation, the rights and remedies enumerated herein, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, or rights or remedies, which shall be given full effect without regard to the invalid portions. 16. ENTIRE AGREEMENT This Agreement and its Schedules contain the entire understanding between UWGPSNJ and Grantee/Contractor with respect to the subject matter hereof, and supersede all other oral and written agreements and understandings between UWGPSNJ and Grantee/Contractor. This Agreement may not
be modified or amended other than by an agreement in writing, signed by both parties. 17.ASSIGNMENT Grantee/Contractor may not assign any of its rights or delegate or subcontract any of its duties hereunder without the prior written consent of UWGPSNJ, such written consent to be granted or withheld in UWGPSNJ's sole and absolute discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. 18.CONSTRUCTION The headings and captions of this Agreement are provided for convenience only and are intended to have no effect on the construction or interpretation of this Agreement. 19.COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same Agreement. 20.NOTICE Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: If to Grantee/Contractor:the contact information set forth on Schedule A If to UWGPSNJ: Director of Community Investments United Way Philadelphia, Pennsylvania 19103 Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above. 21.NONDISPARGEMENT Each of Grantee/Contractor and UWGPSNJ acknowledges that the parties have a relationship of mutual respect. To that end, the parties hereby agree that neither party shall engage in any conduct, or may make any statements or representations, that disparage or demean, or impugn the integrity, intentions, actions or motives of the other party or any of the other party's directors, officers, employees or agents in any manner or through any form of communication. 22.AUTHORITY Each of UWGPSNJ and Grantee/Contractor certifies that it has the power and authority to enter into this Agreement and this Agreement is legally valid and binding on it. Each of UWGPSNJ and
Grantee/Contractor further certifies that all information contained in this Agreement is accurate and truthful to the best of its knowledge, information and belief. [Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date of the last signature as written below. United Way by ABC Company by [Signature Page to UWGPSNJ Standard Terms and Conditions]
SCHEDULE A ABC Company Address Line 1 123 Easy Streeet Address Line 2 City / State / Zip Philadelphia, PA 19103 EIN 00-0000000 Contact Person John Doe Title Executive Director Email johndoe@abc.org Phone 215-000-0000 Contract Details Contract # 15480 Contract Amount $0.00 Term of Agreement 7/1/2014-6/30/2015 Type of Agreement General Operating Support Payment Structure One-time (full payment) Payment Details Payments will be made at the end of each quarter. Account 000-0000 Strategies Strategy 34: Early Childhood Education - Parenting Deliverables Requirement Due Date Contract Execution Proof of Liability Insurance 9/1/2014 Audited Financial Statements 12/30/2014 Mid-Year Check-in 1/15/2015 Final Outcomes Report 8/1/2015
SCHEDULE B SCOPE OF SERVICES Purpose of Agreement General Operating Support Narrative Outlining the Program/Service
SCHEDULE C Reporting Requirements As a condition of this Agreement the following report(s) must be submitted by Grantee/Contractor to UWGPSNJ on or before the date designated below: Contract Execution Requirement Proof of Liability Insurance 9/1/2014 Due Date Grantee must provide proof of Liability insurance in which United Way and Southern New Jersey is listed as additionally insured. Audited Financial Statements 12/30/2014 Audit from most recently completed fiscal year. Management letter must also be submitted if applicable. Mid-Year Check-in 1/15/2015 Must be completed online via UW's agency portal. Final Outcomes Report 8/1/2015 Must be completed online via UW's agency portal.
ABC Company Funding Year Type Amount Date 2014 General Operating Support $0.00 7/1/2014-6/30/2015 Outcome Description Expected Outcome Strategy E-2: Early Childhood Education - Parenting # of individuals that achieved prescribed outcome 100 # of individuals that achieved prescribed outcome 100
94 United Way and Southern New Jersey 2013-2014 APPENDIX ONE N/A Additional Contract Information