Board of Directors 11-16-15
Cumberland Conservation Collaborative
Minutes of the November 16, 2015 meeting of the Board of Directors
President Rick Rovegno called the Board of Directors to order at 530 pm. The following Board members were present and constituted a quorum:
Rick Rovegno, Gil Freedman, Jerry Wilkes, Susan Richards.
Bill Schneider, Ben Mummert, Anna Yelk
The focus of the meeting was to consider and approve documents and actions enabling the CCC to assist the LeTort Regional Authority (LRA) with their Bonnybrook Phase 1 Survey Project.
It was proposed and seconded that the Board adopt a Fiscal Sponsorship Policy. With a minor edit, the Board voted unanimously to adopt the policy, which is Attachment A to these minutes. This policy is subject to change in the future by the Board.
It was proposed and seconded that the Board approve a contract with the LeTort Regional Authority for fiscal sponsorship of their Bonnybrook Phase 1 Survey Project. Discussion centered on liability issues and the distinction between requirements for liability insurance on the part of LRA to protect the CCC and the separate need for CCC to have Directors and Officers insurance. With a minor edit, the Board voted unanimously to approve the contract (Appendix B to these minutes), subject to final legal review, and authorized the President to sign it at the appropriate time on behalf of the CCC.
It was proposed and seconded that CCC acquire Director’s and Officers insurance within the next 6 months in the amount of $1 million each occurrence and $2 million aggregate for one year at a cost not to exceed $900. This insurance should go into effect when the contract with LRA is signed. The Board voted unanimously to approve this action and authorized the President to make this commitment on behalf of the CCC.
The Board adjourned at 6 pm.
Cumberland Conservation Collaborative
Fiscal Sponsorship Policy
The purpose of this policy is to provide a summary of the procedures and protocols for the Cumberland Conservation Collaborative to sponsor, support, and administer grants for projects that further our mission.
It is the policy of CCC to provide grant support and administration assistance and services to partnering entities to enrich the quality of life in Cumberland County by restoring, enhancing and protecting our natural resources.
Grant Support – Grant support may be in the form of conceptual (e.g. letter of support) and tangible assistance (e.g. administrative time).
B. Grant Fiscal Sponsorship and Administration – Extension of CCC’s IRS 501(c)(3) tax-exempt status to partnering entities.
Fiscal sponsorship provides non-profit status to the project making contributions tax-deductible and grants accessible.
As fiscal sponsor, CCC administers the receipt and management of grants and contributions, and the authorization and payment of grants and expenses from the project fund within the approved project budget.
Requests for Grant Support – Requests for grant support from CCC shall be made in writing with adequate time for deliberation by the CCC board.
An organization or individual seeking grant support must first meet with CCC Administrative Coordinator prior to formal request. At that time they must provide the following information:
Specific resources/actions requested from CCC
Description of the program including its purpose, goals, expected life span
Credentials for implementing the proposed program
List of advisory group members
Current and future budgets
Bylaws (if available)
The Board will review all requests received and consider each individually and separately based on their eligibility, completeness and alignment with CCC’s mission, and respond in writing at least 14-days prior to the grant deadline.
Requests for Grant Fiscal Sponsorship and Administration – Requests for grant fiscal sponsorship and administration by CCC shall be made in writing with adequate time for board consideration before the grant deadline. All requests shall include a complete grant proposal and application attached to be considered.
The requestor shall attend the first CCC Board meeting after the initial request and prior to the grant deadline. A special Board meeting will be scheduled if required to accommodate this timeline.
The Board will review all requests received and consider each individually and separately based on their eligibility, completeness, roles and responsibilities, and alignment with CCC’s mission. If CCC chooses to accept being the grantee, then it will execute an agreement between itself and the grantor as required.
V. OTHER REQUIREMENTS
All sponsored projects will be charged an administrative fee reflecting not less than the actual administrative, legal, accounting and other costs to CCC.
Fiscal sponsorship does not include or imply fundraising or financial support.
Policy was approved by the CCC BOD Nov. 16, 2015
Fiscal Sponsorship Agreement
Cumberland Conservation Collaborative
LeTort Regional Authority
THIS AGREEMENT is made and entered into on this __ of _____, 2015, by and between the Cumberland Conservation Collaborative hereinafter referred to as “CCC”, and LeTort Regional Authority, hereinafter referred to as “LRA.” CCC is a Pennsylvania nonprofit public benefit corporation located in Carlisle, Pennsylvania, qualified as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (IRC).
The CCC Board of Directors (BOD) approved, on xx/xx/2015, the establishment of a fiscal sponsorship agreement to facilitate the receipt of grants, donations of cash and other property designated for support of LRA and to make disbursements in furtherance of LRA’s mission to protect and preserve the LeTort Spring Run and its watershed with respect to the Bonnybrook Phase 1 Survey Project as described in Section I and Attachment A.
CCC has determined that the Bonnybrook Phase 1 Survey Project is consistent with and supportive of its own goals and mission to act together to protect, restore and enhance natural resources and quality of life in Cumberland County.
The purpose of this Agreement is to memorialize the understanding between CCC and LRA with regard to grants for the Bonnybrook Phase 1 Survey Project awarded to CCC as the fiscal agent. The scope of work for this Agreement is described in Attachment A and may expand as additional grants are awarded.
II. CCC AGREES TO:
Reimburse LRA for reasonable and necessary costs directly related to the administration and operation of the Bonnybrook Phase 1 Survey Project as described in Section I and Attachment A. Reimbursement will be subject to and limited to the available funds, as provided by the funder(s). The cost for the project shall not exceed the final project budget submitted by the LRA and approved by CCC. Changes to the approved budget must be requested in writing by the LRA and approved by CCC in writing. All grant funds will be held by CCC until dispersed for approved budget items having required documentation.
Designate individual(s) to serve as liaison between CCC and LRA with authority and responsibility to include, but not be limited to, the review and approval of changes to the project described in Section I and Attachment A.
Work with the LRA in the preparation of the project budget, reporting forms and advising as to various administrative issues on an ongoing basis.
Place all gifts, grants, contributions, and other revenues received by CCC for the purposes of Bonnybrook Phase 1 Survey Project into a fund to be used for the sole benefit of completing that project until disbursed for approved budget items. The parties agree that all money and the fair market value of all property in the fund be reported as the income of LRA, for the purpose of both tax and for the CCC’s financial statements.
Devote all of the assets received by CCC under the terms of this Agreement to the purposes of Bonnybrook Phase 1 Survey Project, within the tax-exempt purposes of CCC. Expenditures for any attempt to influence legislation within the meaning of IRC Section 501(c)(3) shall be subject to limitations imposed by CCC. CCC shall not use any portion of the assets to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with IRC Section 501(c)(3). CCC has determined, based on the advice of tax-exempt legal counsel, that the restricted fund is not a donor-advised fund within the meaning of IRC Section 4966(d)(2) as presently interpreted under federal tax authorities.
Provide financial reporting information to LRA quarterly.
III. LRA AGREES TO:
A. Submit a budget for administration of the Bonnybrook Phase 1 Survey Project to CCC for approval.
B. Administer the Bonnybrook Phase 1 Survey Project as described in Section I and Attachment A in a reasonable and timely manner and in compliance with all terms of this Agreement, all funding agreements, and other applicable laws and governmental regulations.
C. Acknowledge CCC as the project’s fiscal sponsor in written material developed by the project.
D. Not use funds in any way that would jeopardize the tax-exempt status of CCC.
E. Immediately cease operations if CCC reasonably believes that the integrity or the tax status of CCC is jeopardized by any action of LRA or its subcontractors.
F. Submit, on a monthly basis, a report of the project’s progress and, if appropriate, an itemized invoice. The final report and invoice must be supplied to CCC within 60 days of the completion of the project or the end of this Agreement whichever occurs first, unless the CCC BOD approves an extension of this requirement. All reimbursements are subject to funds available for this project.
G. If requested by CCC, LRA shall provide copies of any additional program reports and records related to this Agreement.
H. Notify CCC in writing of any unusual development or circumstances, which could significantly change or otherwise delay the project identified by name in Section I above.
I. Perform all services under this Agreement as a Sponsored Organization of CCC. As such, LRA is solely responsible for the manner in which the services are performed, except as to the reporting set forth above. LRA shall determine manner of performance in connection with services and shall provide all necessary tools, equipment and employees in connection with services. LRA’s employees shall not be entitled to any benefits of CCC; their pay and benefits shall be exclusively provided by LRA, as their employer. LRA is solely responsible for ensuring they comply with all applicable laws in administering the Bonnybrook Phase 1 Survey Project and in employing persons relative to the Bonnybrook Phase 1 Survey Project, including without limitation, all child labor and other employment laws. LRA agrees that it is solely responsible for its own acts and omissions and for those of its employees and that LRA and employees working for LRA are the sole responsibility of LRA for the purposes of any and all legal requirements. With regard to any work performed under this Agreement and LRA’s employment of persons, LRA shall further be responsible for the following, if applicable:
Workers’ Compensation Insurance;
Federal and State Unemployment taxes;
Federal and State tax and other withholding and reporting requirements; Unemployment Compensation insurance; and
Payment of wages in compliance with all wage and hour laws.
J. LRA shall be entirely and solely responsible for their actions and the actions of their employees and subcontractors while providing services under this Agreement. LRA agrees to indemnify and hold CCC and its board, officers, agents and employees, harmless against all claims, demands, suits, awards, and judgments made or recovered by any persons or entities due to the actions of LRA or their employees and/or agents during LRA’s performance under this Agreement, including claims by their employees, subcontractors, agents, suppliers and/or other third parties.
K. LRA shall at all times during the term of this Agreement and/or while LRA is performing any work relative to the Bonnybrook Phase 1 Survey Project, have and maintain comprehensive liability insurance in a minimum amount of $1 million per occurrence/$2 million aggregate. The liability insurance coverage required for performance of this Agreement shall name CCC and its officers, employees, agents and volunteers as Additional Insured but only with respect to LRA’s activities to be performed under this Agreement. Coverage shall be primary and non-contributory with any other insurance and self-insurance.
L. As evidence of the insurance coverage required by this Agreement, the LRA shall Furnish Certificate(s) of Insurance to CCC prior to LRA’s commencement of any work under this Agreement and upon request of CCC at any time. The Certificate(s) will specify all of the parties who are endorsed on the policy as Additional Insured (or Loss Payees). LRA shall pay for all deductibles, self-insured retention insurance, etc. with regard to said insurance.
M. To the extent damages are covered by insurance for the purpose of this Agreement, LRA agrees to waive all rights against CCC and its officers, employees, volunteers and agents for damages and for losses paid under the terms of LRA’s policy that arises from the administration of the Bonnybrook Phase 1 Survey Project and any other work performed by the LRA with regard to that Project.
N. Certify subcontractors have not been debarred or suspended under the government-wide suspension and debarment system.
IV. IT IS MUTUALLY AGREED THAT:
The program or activities conducted under this Agreement will be in compliance with the nondiscrimination provisions contained in the Titles VI and VII of the Civil Rights Act of 1964, as amended; the Civil Rights Restoration Act of 1987 (Public Law 100-259); and other nondiscrimination statutes: namely, section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, and the Age Discrimination Act of 1975 and American’s With Disabilities Act of 1990. They will also be in accordance with the regulations of the Secretary of Agriculture (7 CFR-15, Subpart A & B), which provide that no person in the United States shall on the grounds of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, and marital or family status be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity receiving federal financial assistance from the U.S. Department of Agriculture or any agency thereof.
This Agreement becomes effective ____________ and shall remain effective through ____________, unless otherwise terminated in accordance with this Agreement. CCC must receive all invoicing and reporting within 60 days of this Agreement’s end date, unless the CCC BOD approves an extension to this requirement.
C. This Agreement may be modified at any time upon the mutual consent of the parties hereto; either party’s giving a thirty (30) day advance written notice to the other party may terminate this Agreement. The parties, through a written amendment signed by their authorized representatives, may affirmatively renew this Agreement until the Bonnybrook Phase 1 Survey Project is complete.
D. All parties intend to fulfill their obligations cited in this Agreement, but cannot make commitments in excess of appropriated funds authorized by law and administratively made available. If CCC cannot fulfill the obligations because of lack of funds, this Agreement will automatically terminate by mutual consent. If this Agreement is terminated, CCC will reimburse LRA for related costs incurred as stated.
E. All processing and acknowledgment of cash and noncash revenue items, accounts payable and receivable, negotiation of leases and contracts, disbursement of LRA funds (including grants), and other activities conducted by LRA, with respect to the Bonnybrook Phase 1 Survey Project, shall be the ultimate responsibility of CCC, effective on the date of this agreement.
F. All leases, contracts and disbursement of funds, with respect to the Bonnybrook Phase 1 Survey Project, must be reviewed and approved by the CCC prior to LRA making any commitment.
G. That the principal contacts for this Agreement will be:
Gerald J. Wilkes, Administrative Coordinator
401 E. Louther St., Suite 307
Carlisle, PA 17013
Phone: (717) 249-4717; Fax: (717) 240-0548
H. All provisions of the Grant Agreement Contract for the Bonnybrook Phase 1 Survey Project between Partnership for Better Health and CCC are incorporated herein and made part of this Agreement by reference to the extent that such terms are necessary to define the respective rights and obligations of the parties in connection with the performance of the Bonnybrook Phase 1 Survey Project.
I. LRA, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of LRA, or divulge, disclose, or communicate in any manner, any information that is proprietary to CCC. LRA and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
J. This Agreement, in addition to the duties outlined in the Bonnybrook Phase 1 Survey Project Grant, contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
K. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
L. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.
M. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person, by certified mail return receipt requested, or email with scanned signature receipt acknowledgment to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
N. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
O. Contract Work Hours and Safety Standards Act (40 U.S.C 327-333)-Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than 1 1/2 times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
P. LRA will compensate CCC for providing fiscal sponsorship of the Bonnybrook Phase I Survey Project five percent (5%) of the total project funding.
NOW, THEREFORE, intending to be legally bound, the parties have instructed their authorized agents to execute this Agreement.
Cumberland Conservation Collaborative
LeTort Regional Authority