Social Alliance for Equality (SAFE) Resource Center

SAFE-PCH-100117

FISCAL SPONSORSHIP AGREEMENT

Social Alliance For Equality (SAFE) Resource Center

This Fiscal Sponsorship Agreement ("Agreement") is made on October 1, 2017, by and between Managed Access to Child Health, Inc. d/b/a Partnership for Child Health (referred to herein as "Sponsor") and Social Alliance For Equality (SAFE) Resource Center (referred to herein as "Project").

Sponsor: The Sponsor is a nonprofit corporation, exempt from federal tax under section501(c)(3) of the Internal Revenue Code, as amended. It is formed for purposes which, according to its bylaws, shall be organized and operated exclusively for charitable,scientific and educational purposes. The Sponsor organization is formed to fulfill the expressed mission ofworking with the community to advocate for and develop and implement services and systems of care to improve the health and wellbeing of all children and youth in Northeast Florida, especially those with special health care needs.

Project: The Project is an unincorporated organization formed tosupport the equal rights of all individuals regardless of national origin, faith, melanin levels/skin color, gender/expression, sexuality, ability, or class by establishing an LGBT+ health, resource, and education center. This endeavor will contribute to the mission of the Sponsor. The Project “Steering Committee” shall be those individuals who assume the leadership and oversee the Project on behalf of the Sponsor subject to Sponsor’s discretion and control, whether formally or informally recognized as such.

Funder: The agency or other individual or entity that is the source of funds for the Project. The amalgamation of those funds received by the Sponsor on behalf of the Project is the“Restricted Fund.”

The Agreement: The Sponsor is willing to receive tax-deductible charitable contributions and incur liabilitiesonbehalf of the Project up to the limits of the liability protection held by the Sponsor. The Project, with the assistance of the Sponsor, desires to use these funds to implement the Project's purposes.

By entering into this Agreement, the parties agree to the following terms and conditions:

Project Responsibilities: The Project will carry out programmatic activities that contribute or relate to the mission of the Partnership for Child Health. The sponsored program is responsible for:

understanding and conducting ethical business practices consistent with IRS regulations, all applicable laws, funder restrictions, and Partnership for Child Health policies and procedures;
conducting Project activities in a manner that will not jeopardize the reputation or integrity of the Sponsor;
managing day-to-day operations, financial management and fundraising to sustain the work;
developing systems that are compatible and mutually-supportive;
assuring accuracy of financial reports provided by the Partnership for Child Health;
full disclosure of project activities and issues critical to risk management; and
communicating openly and directly and transferring information in a timely and complete manner.

Receipt of Funds: The Sponsor agrees to receive contributions and gifts, including but not limited to grant funding if awarded, to be used for the Project, and to distribute those funds to the Project. All funds received for use by the Project shall be deposited and held in a Sponsor bank account, to be used for the sole purpose of the activities of the Project which support of the mission of the Sponsor.

Reporting Charitable Donations: The Sponsor agrees that all contributions it receives forthe Project will be reported as contributions to the Sponsor as required by law. The Sponsor agrees to notify the Project of any change in its tax-exempt status.

Protection of Tax-Exempt Status: The Project agrees not to use funds in any way thatwould jeopardize the tax-exempt status of the Sponsor under section 501(c)(3) of the Internal Revenue Code of 1954. Expenditures for any attempt to influence legislation shall be subject to limitations imposed by Sponsor. The Project shall not use any portion of the assets toparticipate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. No portion of the funds will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in the connection with the awarding of any contract, the making of any grant, the making of any loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any contract, grant, loan or cooperative agreement. The Project agrees to immediately comply with any written request by the Sponsor that it cease activities which, in Sponsor's sole opinion, might jeopardize the Sponsor's tax status, and further agrees that the Sponsor may suspend its obligation to make funds available or terminate this Agreement in the event that theProject fails to comply with any such request. Any changes in the purpose for whichcontributions are used must be approved in writing by the Sponsor before implementation. TheSponsor retains the right, if the Project breaches this Agreement, or if the Project jeopardizes theSponsor's legal or tax status, to immediately return funds to the Project or the donor, or to withhold the funds. The Project agrees to timely response to applicable questions on the Return of Organization Exempt From Income Tax (IRS Form 990) as requested by the Sponsor.

Use of Funds: The Sponsor, as anorganization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code as amended, retains control and discretion over the funds and ensures use of the funds for section 501(c)(3) purposes by limiting distributions to the support of specific activities that are in furtherance of its own exempt purposes. Within these parameters, Sponsor authorizes the Project to make expenditureson its behalf for use in the Project per approved Budget (Exhibit A). The Project shall adopt appropriate expense authorization and documentation for payments and withdrawals from the Restricted Fund in accordance with Funder-approved budgets, use any and all funds received from the Sponsor solely for legitimate expenses of the Projectand account fully to the Sponsor for the disbursement of these funds. The Sponsor will pay for the Project's direct expenses, such as salary and benefits for staff, out of contributions received on behalf of the Project. Neither party shall spend or otherwise obligate Sponsor to pay for an amount or amounts exceeding the balance of the Project’s funds, nor shall either party authorize or permit anyone to do so. Sponsor retains the unilateral right to spend such funds so as to accomplish the purposes of the Project as nearly as possible within Sponsor's sole judgment, subject to any more specific donor-imposed restrictions, on the charitable use of such assets. Because the Restricted Fund is held under the charitable trust doctrine for the purposes of the Project as understood by and with funding sources, the parties intend that assets in the Restricted Fundare not subject to the claims of any creditor or to legal process resulting from activities of Sponsor unrelated to the Project.

Federal Funds: The Project will comply with all requirements applicable to Federal resources awarded pursuant to this agreement.

Financial Accounting and Reporting: The Sponsor will maintain books and financialrecords for the Project in accordance with generally accepted accounting principlesestablishing that the funds were used for section 501(c)(3) purposes for approved Project activities. TheProject's revenue and expenses shall be separately recorded in the books of the Sponsor. TheSponsor will provide the Project with reports reflecting revenue and expenses to the Project on a regular basis. The Sponsor will also provide the Project with an annual report, within three months following the end of the fiscal year of the Sponsor. The Sponsor will send all required acknowledgments to donors of tax-deductible contributions and will provide the financial information to the Project which is necessary for submitting grant reports.

Sponsor Supervision, Control and Governance: The Project will provide the Sponsor with copies of all grant applications, recommendations regarding grant awards and other documentation reasonably required by the Sponsor to enable it to fulfill its obligations as a fiscalsponsor. Authority to manage the programmatic activities of the Project is delegated to itsSteering Committee, subject at all times to the ultimate direction, control and fiduciary responsibility of Sponsor Board. The Project shall permit the Sponsor access to the Project’s records and operations to ensure compliance with grants and other matters related to Project activities. Acting in their individual capacities, the members of the Project Steering Committee serve as a subordinate body to Sponsor Board toassist with the fulfillment of the purposes of the Project.

Fundraising: The Project may solicit contributions that are earmarked for the activities ofthe Project. Fundraising activities shall be conducted in a manner that will not jeopardize the reputation or integrity of the Sponsor. The Sponsor reserves the right to deny, suspend or cancel any activities which are not in compliance with this Agreement. The Sponsor shall be responsible for the processing and acknowledgment of all monies received for the Project under this Agreement, which shall be reported as the income of the Sponsor for bothtax purposes and for purposes of the Sponsor's financial statements.

Grants: The Project may also solicit grants on behalf of the Sponsor that are earmarked forthe activities of the Project. The Project's sources of funding for grants and the text of theProject's grant applications are subject to approval by the Sponsor. The Sponsor's Executive Director must co-sign all grant applications or proposals. All grant agreements, pledges, or othercommitments with funding sources to support the Project shall be executed by the Sponsor. Advance approval by the Sponsor is required for any application for governmentor public agency grants. As with other fundraising, the Sponsor shall be responsible for the processing and acknowledgment of all grant monies received for the Project, which shall be reported as the income of the Sponsor for both tax purposes and for purposes of the Sponsor's financial statements.

Assignment and Subcontracts: The Project must not assign any rights or duties under this Agreement to any other party without the prior written permission of the Sponsor, which permission shall not be unreasonably withheld. The Project must not enter into any subcontracts for any of the services contemplated under this Agreement without obtaining the prior written approval of the Sponsor, which written approval shall not be unreasonably withheld.

Fulfilling Reporting Requirement of the Funder: The Project is responsible for meeting deadlines and fulfilling the reporting requirements of the Funder, including narrative reports of its activities and financial reports. Financial reports will be developed in collaboration with the Sponsor. The Project will permit the Sponsor to monitor the service program operated by the Project, subcontractor or assignee. Monitoring may include access to all client records and records of all personnel who have access to clients. The Project will fulfill requests by the Sponsor for reports on the progress of deliverables and the status of other funder requirements within 30 days of the request.

Communications and Brand Identity: Design of Project logos, letterhead, signs, or other marks specific to the Project must be approved by the Sponsor. Such design will include a reference to the Sponsor and/or use of theSponsor brand identity where appropriate as agreed by both parties.

Property. Unless otherwise agreed, any tangible or intangible property, including intellectual property, such as copyrights, obtained from third parties or created in connection with the Project shall be the property of Sponsor, held for the charitable purposes of the Project.

Term of Agreement/Renewal: This Agreement shall commence on October 1, 2017 and remain in effect until all of the Restricted Fund has been properly expended and all Funder terms and conditions have been satisfied unless it is terminatedwith 30 days' written notice by either the Sponsor or the Project.

Termination: Either party may terminate this Agreement by giving 30 days' written noticeto the other party. The foregoing notwithstanding, if the Sponsor reasonably determines that the activities of the Project do not contribute to the mission of the Sponsor, or continued fiscal sponsorship of the Project may jeopardize the Sponsor's tax-exempt status, theSponsor may terminate this Agreement immediately upon notice to the Project.

Successor Sponsor: If the Project will continue to exist but the Sponsor’s fiscal sponsorship is terminated, the Project may identify another nonprofit corporation that is tax-exempt under IRC Section 501(c)(3), is not classified as a private foundation under Section 509(a), and that is willing and able to sponsor the Project (the"Successor"). If a Successor is found, the balance of assets held by the Sponsor for the Project, together with any other assets held or liabilities incurred by the Sponsor in connection with theProject, shall be transferred to the Successor as soon as administratively practicable, subject tothe approval of any third parties (including funding sources) that may be required. If the Project has formed a new organization qualified to be a Successor as set forth in this Paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service which states the neworganization is exempt from federal tax under section 501(c)(3) of the Internal Revenue Code. If no Successor is found, the Sponsor may allocate the Project's assets and liabilities in any manner consistent with applicable tax and charitable trust laws and other obligations.

Employment: Unless otherwise agreed, and subject to the terms and conditions of anyEmployment Agreement, all personnel to be compensated for working at the Project shall be at-will employees of the Sponsor and subject to the same personnel policies and benefits that apply to all employees of the Sponsor, subject to the law of the state in which the employee works. If properly classified, others may work on the Project as independent contractors pursuant to a written service agreement. The Project shall supervise all persons who perform compensated services on its behalf, on such terms and conditions as are consistent with the budget, mission of the Sponsor and requirements of Funder. The Sponsor will utilize the U.S. Department of Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp, to verify the employment eligibility of all Project employees hired. The Project employees will be subject to sections of Chapter 394, Laws of Florida, providing for the fingerprinting and screening of all employees and volunteers coming into contact with minor children and developmentally disabled persons (Level II Screening). The Project further agrees to comply with the above statutes, as to employees and volunteers of its subcontractors who come into direct contact with minor children and developmentally disabled persons. The Project will also comply with the Sponsor’s policy of nondiscrimination and providing equal employment opportunity to all persons regardless of age, color, national origin, physical or mental disability, race, religion, creed, gender, sex, sexual orientation, gender identity and/or expression, genetic information, marital status, status with regard to public assistance, veteran status, or any other characteristic protected by federal, state or local law.

Remuneration to the Sponsor: The Project agrees that, in exchange for fiscal sponsorship, the Project shall reimburse the Sponsor an amount equal to 10% of all monies incorporated into the Restricted Fund. Project will include in each funding or grant proposal budget, this administrative cost item. The administrative charge shall be assessed, recorded, and deducted each time a donation is received into the Restricted Fund or received by Sponsor acting as agent for the Project under the terms of this agreement. Sponsor may additionally, at its sole discretion, deduct from the Restricted Fundany special or unusual costs it incurs in administering the Restricted Fund, e.g. bank penalty fees resulting from a donor’s bounced check, or any increase in Sponsor’s expenses that are directly attributable to the performance of the Project, e.g. increased insurance costs or increased audit costs. Any interest earned on amounts held in the Restricted Fund shall be retained in the Restricted Fund.

Waiver and Acknowledgment: The Project acknowledges that the Sponsor will devote such time to management of the Project's funds and to general supervision of the Project as itsees fit and in its sole discretion. The Project hereby waives and releases the Sponsor and its directors, officers, employees and agents from any and all claims, loss, damage, liability and expense, including without limitation attorney's fees and costs, known or unknown, arising out of or in any way related to theProject, except damages arising solely from the Sponsor's gross negligence or willful misconduct.

Severability: Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision.This Agreement shall be interpreted and construed in accordance with the laws of the State ofFlorida.

Special Provisions:

a)HIPAA - Where applicable, the Project will comply with the Health Insurance Portability Accountability Act as well as all regulations promulgated thereunder.