MEMORANDUM OF UNDERSTANDING
BETWEEN
RICHLAND-LEXINGTON COUNTIES LONG TERM RECOVERY GROUP
AND
THE UNITED WAY OF THE MIDLANDS
WHEREAS: The Richland-Lexington Counties Long Term Recovery Group (hereinafter referred to as “LTRG.”) was established to maintain a network within and on behalf of the faith communities and secular organizations which will provide coordinated support to recovery efforts in response to the October 2015 flood disaster on behalf, and for the benefit, of the residents of the Richland and Lexington Counties; and
WHEREAS: UWM is a 501(c)(3) not-for-profit organization capable of providing said “Fiscal Sponsor” and “Administrative Agent” services for LTRG; and
WHEREAS: LTRGat its meeting onJanaury 19, 2016, has established “Organizational Procedures,”attached by reference and made a part of this Memorandum of Understanding, to guide the management of the operations and organization of the partnership; and
WHEREAS:Both LTRG and UWM recognize that LTRG has no legal authority or standing, as an unincorporated entity, to receive grants, donations or gifts that would provide to the grantor, donor, or giver the benefits under the law that may be available in making such grants, donations, or gifts to an established 501(c)(3) organization; and
WHEREAS: LTRG, an unincorporated entity, may choose to have a 501(c)(3) non-profit handle administrative and financial management of the affairs of the partnership; and
WHEREAS: LTRGmay choose to enter into an agreement to have a 501(c)(3) non-profit organization serve as a “Fiscal Sponsor” and an “Administrative Agent” to perform certain responsibilities for LTRG;and
WHEREAS: The purpose of LTRGis to strengthen area-wide disaster recovery, in partnership with area unmet needs/long-term recovery committeesby: 1) Coordinating among those providing volunteer, financial, spiritual, physical, and/or psychological support for people whose lives have been impacted by the disaster, regardless of race, creed, color, gender, disability or religious preference. 2) Providing leadership to identify and address long-term needs for recovery and rehabilitation. 3) Coordinating advocacyto key policy makers and public service providers for policy changes to meet the needs of the affected people and communities. 4) Fostering coordination and integrating approaches for rebuilding the human service sector to meet evolving needs; and
WHEREAS:The United Way of the Midlands (hereinafter referred to as “UWM”) supports this purpose; and
WHEREAS: UWM is willing to serve as the “Fiscal Sponsor” and “Administrative Agent” for LTRG; and
WHEREAS: A Memorandum of Understanding is needed to establish an understanding between LTRG and UWM concerning responsibilities of both LTRGand UWM in utilizing as “Fiscal Sponsor”and “Administrative Agent” for the partnership.
NOW THEREFORE:
UWMand LTRGagree to the following:
1.To execute and deliver this Memorandum of Understanding.
2.A broad definition of responsibilities of UWM being the “Administrative Agent” for LTRG under this Memorandum of Understanding: Administrative Agent – A 501(c)(3) not-for-profit that would agree under a legal agreement to provide administrative support to the LTRG.
3.LTRG accepts UWM as its “Administrative Agent,” together with all the appropriate and necessary regulations required to perform these functions in compliance with State and Federal laws, rules, and regulations.
5.A broad definition of responsibilities of UWM being the “Fiscal Sponsor” for LTRG under this Memorandum of Understanding: Fiscal Sponsor – A 501(c)(3) not-for-profit organization that would agree to provide all financial management responsibilities for LTRG – such as bookkeeping, receivables, disbursements, cash and donations management, auditing, and other fiduciary responsibilities.
6.LTRG accepts UWM as its “Fiscal Sponsor,” together with all the appropriate and necessary regulations required to perform these functions in compliance with State and Federal, including Internal Revenue Service, rules and regulations.
7.UWM hereby represents that it has sufficient resources, both human and capital, to fulfill the terms of this Memorandum of Understanding, and that it and its employees are properly qualified to provide the “Fiscal Sponsor” services pursuant to this Memorandum of Understanding.
8.UWM shall serve as Fiscal Sponsor and custodian for all grants, donations, and gifts made to, or on behalf of, LTRG. Any grants, donations, or gifts designated to support the activities of LTRG may be made payable to UWM, and UWM shall be the grantee of record for all applications and requests for funding.
9.UWM shall exercise due diligence with regard to the decisions on the expenditure of any funds designated to support the activities of LTRG and managed by UWM pursuant to this Memorandum of Understanding, so as to ensure compliance with generally accepted accounting practices or the integrity of conditions placed on the use of such funds by the grantor or donor.
10.No employee, officer, or board volunteer associated with UWM will be eligible to be elected as either the Chair or the Financial Liaison of LTRG.
11.UWM will not charge,to funds received for deposit to the account of LTRG to undertake its activities,for costs associated with its responsibilities under the terms and conditions of this Memorandum of Understanding.
12.Direct costs incurred by LTRG, such as those related to bank charges, audits or alternative financial statements, and advertising will be charged to funds deposited to the account of LTRG in accordance with conditions applied to those funds by the donor or grantor, approval by LTRG,and in accordance with its Organizational Procedures and this Memorandum of Understanding.
13.All payments will be made on the basis of a check request form with supporting back-up documentation signed by at least two members of LTRGauthorized by the Steering Committee attesting that said expenditure is approved in accordance with actions taken by LTRG and in accordance with the above referenced Organizational Procedures.
14.The following conditions apply to both the accounting of grants, donations, and gifts, and the handling of the separate bank account by UWM:
a)Incoming-funds shall be independently seen, recorded, banked, and accounted for by two or more persons.
b)Someone other than the person who opens mail will compare each incoming check with issued receipts and with deposit paperwork.
c)At UWM, expenditures will be approved by someone other than the persons who sign checks.
d)Someone other than the person who issues checks will do the monthly bank statement reconciliation.
e)At least two signatures will be required on all checks.
g)Books will be maintained on a July 1 through June 30 fiscal year basis.
15.UWM shall provide to the LTRGFinancial Liaison, a monthly Statement of Income and Expenses and Assets and Liabilities, with line item detail of project/program income and expenses within 30 days of month’s end, and that shall compare the current period's fiscal performance and the year-to-date income and expense performance compared toLTRGannual budget.
16.Financial reports prepared by UWMshall present information in the same format in each reporting period.
19.If requested by LTRG, UWM will assure that an annual audit or alternative financial statement by a certified public accountingfirm, is conducted and provided to LTRGFunds deposited to the account for LTRG will pay the direct costs for the performance of the financial statement conducted in accordance with generally accepted accounting practices.
20.Some donor organizations designate funds and/or require written or electronic reports at particular stages of expenditure. These requirements will be met by UWMin a timely manner.
21.It is the responsibility of UWM to provide all financial grantees and donors of substance copies of annual financial statements or audits, and a closing report of financial activities for the specific grant or donation, if requested by the grantor or donor. However, the review and submission of all other reporting information is the responsibility of LTRG.
22.UWM will provide training to appropriateLTRGmembers and assigned staff on the financial management system in order to assure their understanding of the financial reports.
23.UWM will follow policies on retention of financial records in keeping with IRS and grantors’and donors’ requirements.
24.Nothing in this Memorandum of Understanding precludes any LTRGMember Organization, including UWM, from using or accepting, under its own standing and at its sole discretion, its own funds, or funds received from grants, donations, or gifts, to support the activities of LTRGoutside the terms of this Memorandum of Understanding.
25.LTRGshall indemnify and hold harmless UWM including, without limitation,its agents, employees, Board members, partner agencies and other contractors, from and against all claims, losses, costs, damages, and expenses (including without limitation attorneys’ fees) relating to injury or death of any person or damage to real or personal property resulting solely from a claim of negligence in the performance of its obligations.
26.UWMshall indemnify and hold harmless LTRG from and against all claims, losses, costs, damages, and expenses (including without limitation attorneys’ fees) relating to injury or death of any person or damage to real or personal property resulting solely from a claim of negligence in the performance of its obligations.
27.The LTRG shall take all steps necessary to ensure that its activities stay within the boundaries established by law and regulations related to lobbying by nonprofit 501(c)(3) organizations. The LTRG is prohibited from excessive lobbying or other activities that would jeopardize United Way’s charitable tax-exempt status. United Way has the right to determine, in its sole discretion, what constitutes excessive lobbying by the LTRG, or what activities may jeopardize United Way’s tax-exempt status. All lobbying plans and expenditures must be reported to United Way management. Additionally, the LTRG shall not establish or advocate any policy that may be adverse to United Way.
28.This Memorandum of Agreement may be modified, revised, or amended only by the written consent of both parties.
29.The term of this agreement shall be for the period from the date of its execution until December 31, 2016, unless terminated pursuant to paragraph 32 below.
30.Upon written consent, the parties agree that this Memorandum of Understanding may be extended for additional years, or fractions thereof, upon such terms and conditions as the parties may agree.
31.This Memorandum of Understanding may be terminated for any reason by either party upon giving of thirty (30) days written notice, via certified letter to the other party.
32.At the termination of this Memorandum of Understanding all assets and liabilities shall be transferred either to LTRG, if it has incorporated as a 501(c)(3) not-for-profit organization, or to another 501(c)(3) not-for-profit organization with an approved Memorandum of Understanding, if and only if, UWM is satisfied, at its sole discretion, that the new Memorandum of Understanding protects the integrity of the funds and any conditions or requirements of the grantees, donors, or givers.
33.This Memorandum of Understanding does not create a partnership or a joint venture, and neither party has the authority to bind the other.
Richland-Lexington Counties LTRG
By:______Date:______
XXXX, Chair
UNITED WAY of the Midlands
By:______Date:______
J. Mac Bennett
Memorandum of Understanding LTRG and UWM
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